AI Will Do Platform – Terms of Service (SaaS) -

AI Will Do Platform – Terms of Service (SaaS)

Last updated: 12.01.2026 (version 1)

These Terms of Service (“Terms” / “GTC”) govern the use of the AI Will Do platform and related services provided by:

Viktal Sàrl
Registered in the Grand Duchy of Luxembourg
RCS Number: B213459
Registered address: 1 Rue Bender, 1229 Luxembourg
Email: [email protected]

(“Provider”, “we”, “our”).

The Provider and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

By subscribing to, accessing, or using the Service, the Client (“Client”, “you”) accepts these Terms, including all documents incorporated herein by reference. Acceptance may be effected by written signature, electronic signature, or by electronic means, including click‑through confirmation, account registration, account activation, or continued use of the Service, all of which constitute valid and legally binding acceptance of these Terms.

Definitions

For the purposes of these Terms and Conditions, the following capitalized terms shall have the meanings set out below. Definitions apply equally to singular and plural forms.

“Software” — the Provider’s software‑as‑a‑service solution made available to the Client under the Contract, including the hosted application, platform components, user interfaces, system logic, automation workflows, configuration layers, and underlying technical mechanisms required for the operation of the Service. The Software is provided on a remote‑access basis only and is not delivered as a standalone product. The Software may consist of proprietary components developed by the Provider, licensed or open‑source components, and integrations with Third‑Party Platforms.

“Service” — the provision of access to the Software and related functionality on a software‑as‑a‑service basis, together with such Support Services as are expressly included in the Contract. For the avoidance of doubt, the term “Service” is a defined and limited contractual concept and does not include Professional Services or any other services provided outside the Scope of the Service.

“Contract” — the legally binding contractual relationship between the Provider and the Client consisting of these Terms, the Data Processing Agreement (DPA), and one or more contractual documents accepted by the Parties (including, without limitation, an Order Form, Agreement, written offer, online acceptance, or similar instrument), which collectively define the applicable Subscription Plan and/or any Professional Services, as well as additional conditions and arrangements. In case of conflict, the document specifically addressing the relevant subject matter shall prevail to the extent of such conflict.

“Professional Services” — services requested by the Client that fall outside the standard Scope of the Service, including consulting, configuration, customization, development, integration assistance, advisory services, or other work expressly agreed in writing.

“Support Services” — standard technical and operational assistance provided by the Provider in connection with the use of the Service, limited to handling support requests and addressing Bugs in accordance with Section 4.

“Client Data” — private data processed by the Client via the Service, including chat messages, end‑user contact information and the contact details of Client’s counterparts stored within Software.

“Third‑Party Platforms” — any external platforms, systems, communication channels, software services, APIs, or infrastructure operated by third parties and integrated with or connected to the Service.

“AI Agent” — the AI‑enabled conversational functionality made available as part of the Service, which generates natural‑language outputs based on probabilistic models and processes Instructions for AI Agent, Knowledge Base content, configuration parameters, and user inputs. The AI Agent is a functional capability of the Service and does not constitute a human agent, decision‑maker, or autonomous system.

“Knowledge Base” — the collection of content, data, documents, text, rules, and informational materials explicitly entered, uploaded, or maintained by the Client within a dedicated knowledge base module or functionality of the Software and supplied, curated, or approved by the Client for use by the AI Agent in generating responses. The Knowledge Base is Client‑controlled content and may be modified by the Client at its discretion.

“Instructions for AI Agent” — any directives, prompts, rules, guidelines, configurations, or parameters explicitly entered, uploaded, or maintained by the Client within a dedicated configuration interface, settings area, or instruction module of the Software for the purpose of influencing the behavior, tone, scope, or operational logic of the AI Agent. Only such directives intentionally placed by the Client into the dedicated instruction or configuration functionality of the Software shall be considered Instructions for AI Agent. General guidance, behavioral concepts, or non‑client‑specific configuration patterns not deliberately provided by the Client through such dedicated interfaces shall not constitute Instructions for AI Agent within the meaning of the Contract.

“Software Functionality” — functional capabilities of the Software that are made available as part of the Service under Section 2 and expressly included in the applicable Contract or Subscription Plan.

“Client‑Specific Features” — any configurations, workflows, customizations, or functional elements created, modified, or implemented through Professional Services.

“Bug” — has the meaning set out in Section 4.1 of these Terms.

“Subscription Plan” — the commercial and functional configuration of the Service applicable to the Client, including, but not limited to:

the applicable Subscription Period, including its duration, renewal mechanics, and any minimum commitment term;
the Software Functionality expressly included in the applicable Subscription Plan or Сontract;
applicable usage limits, quotas, thresholds, and other quantitative or qualitative restrictions;
any exclusions, constraints, or conditions applicable to particular Software Functionality, Communication Channels, integrations, or use cases.

“Subscription Start Date” — the date on which the Subscription Period for the Service begins, as determined in accordance with Section 7 or as expressly specified in the applicable Subscription Plan

“Subscription Period” — the period of time during which the Service is made available to the Client under the applicable Subscription Plan in accordance with the Contract.

“Communication Channels” — digital channels integrated into the Service for the purpose of exchanging messages with end users, including, without limitation, website chat widgets, WhatsApp, Facebook Messenger, Instagram Messaging, Telegram, SMS, or any other channel connected by the Client through the communication and conversation management functionality of the Service.

1. Contract Formation and Applicability of Terms

1.1. Applicability of These Terms

These Terms, together with the Data Processing Agreement (DPA), form an integral and binding part of any contractual relationship between the Provider and the Client relating to the Service.

Unless expressly agreed otherwise in writing, these Terms apply to all use of the Service and to all services provided by the Provider to the Client in connection with the Service, including subscription‑based services and Professional Services.

1.2. Formation of the Contract

A contractual relationship between the Provider and the Client (the “Contract”) is formed upon any order, request, acceptance, use of the Service, payment, or other form of consent by the Client, without any specific form requirement.

The Contract may be concluded and evidenced by any written or electronic means, including, without limitation:

an Order Form;
an Agreement;
a written or electronic offer or proposal (including an Angebot);
an online subscription, checkout, or click‑through acceptance flow;
written confirmation by email;
account creation, account activation, payment, or actual use of the Service.
where permitted by applicable law, a Contract may be formed orally, including through verbal agreement or verbal acceptance of an offer

Any such act of acceptance shall constitute valid and legally binding acceptance of these Terms and Data Processing Agreement (DPA), without the need for a separate signature of these Terms.

The existence and content of any oral agreement shall be determined solely by the matters objectively evidenced by subsequent written confirmation, invoicing, payment, performance, or other documented records of the Parties’ agreement. For the avoidance of doubt, oral statements, discussions, or understandings shall not, by themselves, amend or override these Terms, any Subscription Plan, or the expressly agreed scope of the Service.

1.3. Subscription Plans and Professional Services (Conceptual Distinction)

Where the Contract relates to the provision of the Service on a subscription basis, the Service is provided under an applicable Subscription Plan.

1.4. Exhaustive Nature of the Contractual Scope

Only the services, features, parameters, and pricing elements expressly agreed under the Contract are deemed included. No implied services, features, service levels, performance obligations, or deliverables are granted.

Any service, feature, functionality, configuration, assistance, or obligation not expressly agreed under the Contract or Subscription Plan is excluded and, if provided at all, shall be provided only as Professional Services.

1.5. Priority and Deviations

These Terms constitute the stable and general contractual framework governing the Service.

Any deviations from, or supplements to, these Terms must be expressly agreed by the Client and the Provider. Such agreed deviations apply only to the specific contractual relationship for which they were agreed and do not affect the validity or applicability of the remaining provisions of these Terms.

1.6. No Reliance on Pre‑Contractual Statements

The Client acknowledges that it has not relied on any statements, representations, demonstrations, marketing materials, or pre‑contractual discussions that are not expressly incorporated into the Contract.

Any descriptions, examples, or demonstrations of the Service provided prior to formation of the Contract are for informational purposes only and do not constitute binding commitments.

2. Scope of the Service

2.1. General Scope

The Service consists of the provision of access to the Software on a software‑as‑a‑service (SaaS) basis and includes the following elements:

provision of access to the Software during the applicable Subscription Period;
availability and operation of the standard Product Features expressly included in the applicable Contract or Subscription Plan;
standard operational activities required to keep the Service generally available and functioning as intended;
correction of Bugs affecting the Service and supported Software Functionalities, in accordance with Section 3;
provision of limited Support Services strictly related to the use and normal operation of the Service and standard Product Features, as further described in Section 3;
routine maintenance, updates and technical adjustments necessary for the operation, security, and evolution of the Service, as determined by the Provider.

For the avoidance of doubt, the Service does not include:

operational assistance, business process support, or participation in the Client’s day‑to‑day activities;
configuration, setup, integration, workflow design, optimisation assistance, or technical implementation beyond standard product functionality;
consulting, advisory, strategic, or best‑practice guidance;
training, onboarding, or education of the Client’s personnel;
custom development, feature enhancements, or Client‑specific modifications;
support or maintenance for integrations, Third‑Party Platforms, or Client‑Specific Features, unless expressly agreed in writing.

Any services outside the above scope shall constitute Professional Services governed by Section 4.

2.2. Composition of the Service

The Service is organized around the following core functional areas of the Software, as specified in the Contract:

(a) AI Agent

(b) Communication Management Layer — a communication and conversation management capability, designed to receive, display, route, and manage interactions between the Client and its end-users across supported Communication Channels

The above description outlines the general nature and functional scope of the Service at a high level. The specific features, configurations, and functional elements available to the Client are determined by the applicable Subscription Plan.

2.3. Parameters, Supported Software Functionality, and Exclusive Definition of the Service

(a) The Service parameters and supported Software Functionality are defined exclusively by the Client’s applicable Subscription Plan.

(b) The Provider may, from time to time, expand or enhance a Subscription Plan at its own discretion by introducing additional Software Functionality and/or services, provided that such additions do not require existing Clients to pay increased Subscription Fees or other additional charges in order to benefit from them. Any such additions shall become part of the applicable Subscription Plan and the Service upon written notice to the Client (including email or in‑platform notification), unless expressly stated otherwise in such notice.

(c) Software Functionality or services for which the Client is required to pay additional fees, or which modify the commercial scope of the applicable Subscription Plan, may be added to the Service only by way of an update to the applicable Subscription Plan, expressly agreed and executed by both Parties. Such additions shall take effect only upon mutual agreement and shall form part of the Contract from the effective date specified therein.

2.4. Excluded Software Functionality

Any Software Functionality, feature, capability, interface, workflow, or technical option that is not expressly included under Section 2.3, the applicable Subscription Plan, or the Contract is excluded from the Service.

For avoidance of doubt:

the mere technical availability, visibility, accessibility, or configurability of a functionality within the Software does not make it part of the Service, unless expicitly mentioned in the applicable Subscription Plan or Contract;
no such functionality shall be deemed supported, maintained, or subject to Support Services or Bug Fixing solely because it exists within the Software environment;
functionality enabling or permitting interaction with Third‑Party Platforms or external systems is excluded unless expressly included under the Contract or applicable Subscription Plan;
any excluded functionality, if accessible at all, is provided on an “as is” and “as available” basis and used by the Client at its own risk.

2.5. Evolution of the Service and Technical Implementation

The Client acknowledges that the Service is provided as a continuously evolving software‑as‑a‑service offering.

The Provider may, from time to time, introduce new Software Functionality, modify, replace, or discontinue existing Software Functionality, and adjust workflows, interfaces, system behaviour, or technical implementations related to the Service, provided that the Service, taken as a whole, is not materially diminished in scope, functionality, or availability as compared to the Service expressly agreed in the Contract.

The Client further acknowledges and agrees that the Service is delivered as a managed SaaS solution and that the Provider retains full discretion over the internal technical means used to operate, maintain, and evolve the Service. Accordingly:

the internal design, architecture, technical mechanisms, workflows, orchestration logic, system components, and technologies used to deliver the Service are determined by the Provider and may evolve over time;
the Provider may modify, replace, reorganise, or remove internal components, including proprietary, open‑source, or third‑party components, where reasonably required for performance, security, reliability, compliance, scalability, or maintainability;
no internal component, tool, subsystem, or technical mechanism used by the Provider to operate or deliver the Service shall be deemed a separate service, deliverable, or contractual obligation owed to the Client.

No change made in accordance with this Section 2.5 shall give rise to any claim, entitlement, or liability, provided that the core scope of the Service as expressly agreed in the Contract is not materially reduced.

2.7. Technical Usage Controls and Safeguards

The Provider may, acting reasonably, apply technical controls, limitations, or safeguards to the Service where such measures are necessary to:

protect the stability, security, or performance of the Service or underlying infrastructure;
address abnormal usage patterns, disproportionate load, or technical risks;
comply with applicable law, regulatory requirements, or requirements imposed by Third‑Party Platforms.

Such technical measures may include temporary throttling, prioritisation, limitation of technical resources, or restriction of specific Product Features.

Technical usage controls under this Section are operational safeguards and shall not constitute termination or suspension of the Contract.

3. Bug Fixing and Support Services

3.1 Definition of Bug

For the avoidance of doubt, a “Bug” means a reproducible malfunction where the Service or any Software Functionality forming part of the Subscription Plan fails to operate in accordance with its intended and/or documented behaviour as reasonably determinable from the Service interface, in-product guidance, and written descriptions in these Terms.

The following shall not be considered a Bug:

behaviour that operates as designed or within documented or technical system constraints, even if it does not meet the Client’s expectations;
outputs generated by the AI Agent that are undesirable, incomplete, inaccurate, stylistically inappropriate, or contextually incorrect;
mismatches between the Client’s internal processes and the Service’s designed behaviour;
consequences of incorrect, outdated, misleading, or incomplete Client-provided content (including Knowledge Base or Instructions for AI Agent);
limitations, errors, or interruptions caused by Third‑Party Platforms, integrations, or Client-managed systems;
feature requests, enhancements, performance optimisations, workflow changes, configuration changes, or user interface modifications;
beta features, pilot features, or optional paid add-ons, unless such features have been expressly confirmed by the Provider in writing (including by email or in‑platform notification) as supported Product Features or explicitly mentioned in the Contract

Any matter not qualifying as a Bug shall be treated as a Professional Service and may be evaluated, quoted, and delivered in accordance with Section 5.

3.2 Scope of Support Services

Support Services are limited to reasonable assistance with the normal operation and correct use of the Service and standard Product Features, including:

clarification of documented features;
assistance in identifying and reproducing Bugs;
basic guidance on how to use existing Service components.

Support Services expressly exclude consulting, configuration, customisation, development, workflow design, integration work, training, or strategic advice. Any such assistance shall constitute Professional Services unless expressly agreed otherwise in writing.

3.3 Support Services Limitations

Support Services are provided on a commercially reasonable efforts basis only. The Provider does not guarantee any response times, resolution times, service availability levels, or outcomes, unless expressly agreed in writing in the applicable Contract.

3.4 Support Channels and Limitations

Support Services are provided on a commercially reasonable best‑efforts basis. The Provider may determine, acting reasonably, the support channels, communication methods, and prioritisation of support requests. The Provider is not obligated to provide on‑site support, dedicated personnel, guaranteed response or resolution times, or emergency support unless expressly agreed.

4. Professional Services

4.1. General Principles

Professional Services are not included in the Service and are provided only upon explicit agreement between the Parties, as documented in the Contract. No Professional Services shall be deemed included by implication, prior discussions, demonstrations, or usage of the Service.

Professional Services are provided on a commercially reasonable best‑efforts basis, unless expressly agreed otherwise in writing.

4.2. Consulting and Advisory Services

Consulting and advisory services include, without limitation, requirements analysis, best‑practice guidance, strategic or operational recommendations, review of Client processes, Knowledge Base design and structuring, information architecture, content organisation, formulation of guidance for AI behaviour and usage, AI usage recommendations, and similar non‑implementation‑focused services.

No Guarantee of Outcome. Where Professional Services are provided in the nature of consulting or advisory services, including but not limited to consulting on the Knowledge Base design or consulting on the design of Instructions for AI Agent , the Provider does not guarantee any specific commercial, operational, technical, or business outcomes.

4.3. Change Management, Implementation, and Software Modification Services

This subsection governs all Professional Services related to requested changes in the Client’s use of the Software or to the Software itself, including change management, implementation, configuration, integration, customisation, development, deployment support, and similar technical services.

(a) Any request by the Client for modifications to existing Software Functionality, development of new functionality, extensions, enhancements, integrations, workflow changes, or other alterations beyond the standard Scope of the Service constitutes a change request and falls outside the Service.

(b) Analysis, feasibility assessment, estimation, preparatory technical work, configuration, or implementation effort related to such change requests may be billable as Professional Services, irrespective of whether the requested change is ultimately implemented.

(с) Deliverables resulting from such Professional Services, including implemented software changes or configurations, shall be deemed accepted if the Client does not raise specific written objections within fourteen (14) days of delivery. Failure to object within this period shall constitute irrevocable acceptance. Minor defects or non-material deviations shall not entitle the Client to reject deliverables and shall be addressed, where applicable, through reasonable corrective measures or subsequent change requests.

4.4. Billing of Professional Services

Professional Services are billed in accordance with Section 7 and the applicable Contract. Fees for work performed or scheduled remain payable notwithstanding delays or non‑completion caused by the Client.

5. Responsibilities of the Client

5.1. Client-Provided Content and Configuration

The Client bears full responsibility for the accuracy, legality, relevance, and completeness of all content, data, and information entered into the Service, including the Knowledge Base and Instructions for AI Agent. The Client shall ensure that such content reflects its actual and up-to-date business processes and offerings, is promptly updated following operational changes, and complies with applicable law, including data protection and third-party rights.

5.2. End-User Communications

The Client is solely responsible for all communications and interactions with its end-users conducted via the Service, regardless of whether such communications are generated by human operators, the AI Agent, or automated workflows. The Client remains the publisher of all content delivered to end-users and is responsible for compliance with all applicable laws, regulations, and industry-specific obligations.

5.3. Prohibited and High-Risk Use

The Client shall not use the Service for illegal activities, dissemination of unlawful or misleading content, provision of regulated professional advice (including legal, medical, financial, or investment advice), or deployment in high-risk scenarios requiring guaranteed accuracy, safety-critical outputs, or legally binding determinations, except where the Client has implemented appropriate safeguards and human oversight at its own responsibility, taking into account the limitations described in Section 6.

5.4. Cooperation

The Client is responsible for maintaining, securing, and managing all Third-Party Platforms and external systems connected to the Service, including obtaining and maintaining all necessary access credentials, permissions, and approvals.

Where the Provider delivers Professional Services, the Client shall actively cooperate in good faith and in a timely manner, including by providing required information, materials, decisions, feedback, system access, and availability of relevant personnel as reasonably necessary for the performance of such Professional Services.

The Provider shall not be liable for any delay, failure, limitation, or inability to perform Professional Services resulting from the Client’s failure to cooperate, provide access, respond in a timely manner, or maintain required Third-Party Platforms or configurations. In such cases, the Provider’s entitlement to Fees for performed or scheduled Professional Services shall remain unaffected.

5.5. User Access and Internal Controls

The Client is responsible for managing access to the Service by its employees, contractors, and other authorised users, including granting and revoking access rights, ensuring appropriate training and supervision, preventing unauthorised access or misuse, and ensuring compliance with these Terms. The Client remains liable for all actions performed under its accounts.

5.6. Risk-Based Deployment Decisions

The Client acknowledges that the Service operates autonomously and that the Provider does not pre-review or manually verify individual AI-generated outputs prior to delivery. The Client is solely responsible for determining appropriate use cases, safeguards, and human oversight mechanisms for deploying the AI Agent, taking into account the AI limitations described in Section 6 and the potential risks for its business.

5.7. No Monitoring Obligation

The Provider does not monitor, review, or verify the legality, compliance, or appropriateness of Client-provided content or end-user communications processed through the Service. The Client is solely responsible for ensuring compliance with applicable laws and the terms of use of any connected Third-Party Platforms.

5.8. No Redistribution

The Client shall not reproduce, resell, sublicense, rent, lend, or otherwise make the Service or Software available to third parties, except within the intended internal business use expressly permitted under the Contract.

6. AI Limitations

By entering into the Contract, the Client acknowledges and accepts the following inherent limitations of Artificial Intelligence technologies:

6.1. Probabilistic and Non-Deterministic Nature

AI-generated outputs are produced based on probabilistic models and may be inaccurate, incomplete, outdated, ambiguous, or inappropriate. AI systems do not possess human judgment or contextual understanding.

6.2. No Guarantee of Accuracy or Reliability

The Provider does not guarantee the factual accuracy, completeness, reliability, or suitability of AI-generated outputs for any specific purpose. AI responses may reflect model limitations or imperfections in training data.

6.3. AI Does Not Replace Human Judgment

AI-generated outputs are not a substitute for qualified human judgment, professional expertise, or regulatory decision-making, particularly in regulated, safety-critical, or legally binding contexts.

6.4. Consequences of AI Limitations

Any decisions, actions, or omissions taken by the Client based on AI-generated outputs are made at the Client’s sole discretion and risk. The Provider does not assess or approve Client use cases and assumes no responsibility for consequences arising from reliance on AI outputs.

6.5. Model Behaviour Characteristics

Due to inherent model behaviour, the AI Agent may fail to apply, prioritise, or interpret certain instructions or Knowledge Base content fully or consistently. Such behaviour results from inherent AI properties and does not constitute a Bug unless it meets the criteria defined in Section 4.

7. Fees and Billing

7.1. General Rule: Fees Defined in the Contract and Subscription Plan

The precise Fees shall be stated in the applicable Subscription Plan or the Contract. The provisions of this Section 7 shall apply unless and to the extent they are expressly overridden or contradicted by the applicable Subscription Plan or the signed Contract.

7.4. Subscription Fees

Subscription Fees are billed monthly or annually in advance for the upcoming Billing Period.

7.5. Subscription‑Related Fees and Payment Terms

7.5.1. Periodic Subscription Fees

Subscription Fees for the Service are payable on a recurring basis in accordance with the applicable Subscription Plan. Unless expressly stated otherwise in the Subscription Plan or Contract, Subscription Fees are charged in advance for each Subscription Period (or applicable Billing Period) and become due and payable at the start of such period.

Subscription Fees remain payable for the entire Subscription Period, irrespective of actual usage, suspension of the Service under Section 8.2, or early termination, unless the Contract is terminated at Provider convenience as described in Section 8.4, unless mandatory law provides otherwise or unless expressly agreed in writing or described in the present Terms.

7.5.2. Setup Fees

The Setup Fee is a one‑time, non‑refundable charge covering onboarding, initial configuration, activation of the Service, creation of required system components, and preparation of the Client’s environment for operational use.

Unless otherwise expressly specified in the applicable Subscription Plan or Contract, the Setup Fee shall become due and payable prior to the granting of access to the Software, or to the specific Software Functionality to which such Setup Fee relates.

7.5.2. Usage‑Based Charges and Exceeding Message Limits

If the Client exceeds any usage limits, quotas, or message thresholds defined in the applicable Subscription Plan or Contract, additional charges shall apply. Such charges shall be calculated in accordance with the Provider’s pricing applicable at the time of excess usage or as expressly stated in the applicable Subscription Plan.

Unless expressly specified otherwise in the applicable Subscription Plan, excess usage of messages generated by AI Agent, shall be charged at a default rate of EUR fifteen (EUR 15) per one thousand (1,000) messages.

7.5.3. Payment Terms for Subscription‑Related Fees

Unless otherwise expressly stated in the applicable Subscription Plan or Contract:

(a) periodic Subscription Fees shall be paid in advance, and in any event no later than the start of the applicable Billing Period or Subscription Period (as specified in the Subscription Plan);

(b) invoices relating to Setup Fees and usage‑based charges shall be payable within fourteen (14) days from the invoice date; and

7.8. Price Adjustments

Provider may adjust the pricing of the Service for existing Contracts with three (2) months’ prior written notice.

7.9. Fees for Professional Services

When the Provider agrees to deliver Professional Services in accordance with Section 3, the following billing rules apply unless otherwise stated in the Contract:

(a) Fixed Price Model — A predetermined, non-variable amount covering the defined scope of work, charged either as a one-off payment or as a subscription fee, as specified in the applicable Contract. The parameters, structure, and allocation of such fixed fees (including any milestones, instalments, or proportional breakdowns) shall be determined exclusively by the Contract.

(b) Time and Materials (T&M) Model — The Client pays for the actual time spent by the Provider’s personnel at the hourly or daily rates specified in the Contract, plus reimbursement of all actual third‑party costs and materials required to deliver the service. Unless expressly specified otherwise in the Contract, fees under the T&M Model shall be invoiced monthly in arrears based on the actual hours or days worked during the relevant billing month.

(c) Default Rule (if no price agreed) — If (i) the Parties have not agreed on a specific price in the Contract for Professional Services, or (ii) the scope has been modified by the Client after work has begun, the Professional Service shall automatically be billed under a T&M model at EUR 60 per hour, plus reimbursement of all third‑party costs and materials.

(d) Billing of Partial Work — If the Client fails to cooperate, provides incomplete access, or causes delays that prevent completion of the Professional Services (including integration work), the Provider may bill for work already performed according to the applicable pricing model.

(e) Payment Terms for Professional Services — Unless expressly stated otherwise in the applicable Contract, invoices for Professional Services shall be payable within fourteen (14) days from the invoice date.

8. Term, Renewal, Termination

8.1. Subscription Commencement and Term

(a) Subscription Start Date — The Subscription Period shall commence on the date expressly specified as the Subscription Start Date in the applicable Subscription Plan.

If no Subscription Start Date is expressly specified, the Subscription Start Date shall be the date on which the Service is first made available to the Client for operational use in accordance with the applicable Subscription Plan.

(b) Subscription Period — The Service is offered on a monthly or annual subscription basis, or on such other Custom Subscription Period as may be expressly specified in the applicable Subscription Plan.

A monthly subscription has a Subscription Period of one (1) calendar month, running from the relevant start date to the corresponding calendar date in the following month. Where the following month does not contain the corresponding calendar date, the Subscription Period shall end on the last calendar day of that month.

An annual subscription has a Subscription Period of one (1) calendar year, running from the relevant start date to the corresponding calendar date in the following calendar year. Where the following year does not contain the corresponding calendar date, the Subscription Period shall end on the last calendar day of the corresponding month.

(c) Automatic Renewal — Unless the applicable Subscription Plan or Contract expressly specifies that automatic renewal does not apply, the Subscription Period shall automatically renew for an additional Subscription Period of the same duration.

(d) Notice of Non‑Renewal (Ordinary Termination) — For subscriptions renewing automatically, either Party may prevent renewal of the Subscription Period by providing written notice of non‑renewal at least thirty (30) days prior to the expiration of the then‑current Subscription Period, unless a different notice period is expressly specified in the applicable Subscription Plan or Contract.

(e) Any termination, early termination, or deviation from the termination mechanics set out in this Section 8 or in the applicable Subscription Plan shall be effective only if expressly agreed in writing by mutual agreement of both Parties.

8.2. Suspension of Service

Unless otherwise specified in the Contract, the Provider may suspend the Service due to non-payment, misuse, or legal compliance issues.

Suspension is a temporary measure intended to allow the Parties to investigate, mitigate, or remedy the relevant issue. Suspension does not terminate the Contract, does not interrupt the Subscription Period or Billing Period, and does not relieve the Client of its payment obligations, unless otherwise expressly agreed in writing. Upon resolution of the underlying issue, the Provider may restore access to the Service at its discretion.

8.3. Termination for Cause

The Provider may terminate the Contract with immediate effect or with such shorter notice as the Provider reasonably determines, by written notice to the Client, where:

(a) the Client materially breaches the Contract, including repeated or continued non-payment of Fees;

(b) the Client uses the Service in violation of applicable law, regulation, or third-party platform terms;

(d) the Client’s use of the Service exposes the Provider to legal, regulatory, security, or reputational risk;

(e) suspension of the Service under Section 8.2 has not remedied the underlying issue within a reasonable time; or

(f) the Client becomes insolvent, enters into liquidation, bankruptcy, administration, reorganisation, or any analogous insolvency or collective proceedings, ceases or threatens to cease its business operations, or is unable to pay its debts as they fall due.

In such cases, the Provider shall not be required to observe the standard termination notice period under Section 8.4.

For the avoidance of doubt, termination for cause shall not affect the Client’s obligation to pay all Fees due for the then-current Subscription Period, which shall not be shortened or prorated as a result of such termination, unless mandatory law provides otherwise or unless the contrary is expressly specified in the applicable termination notice.

8.4 Provider Termination for Convenience

Notwithstanding any other provision of the Contract, the Provider may terminate the Contract for convenience, without cause, by providing at least sixty (60) days’ prior written notice to the Client.

Where termination under this Section 8.3A occurs during an ongoing Subscription Period and does not constitute termination for cause, the Provider shall refund to the Client the unused portion of any prepaid Subscription Fees, calculated on a pro rata basis by reference to the remaining unused part of the Subscription Period following the effective termination date.

No additional compensation, damages, or reimbursement shall be due to the Client in connection with termination under this Section 8.3A.

8.5. Ownership of Data and Materials Upon Termination

Unless otherwise specified in the Contract:

(a) Client Data Ownership: All Client Data processed via the Service remains the exclusive property of the Client. Upon termination, the Client may export its data during the notice period and during the period the Provider effectively keeps the Client Data. The format, structure, and technical means of any such data export shall be determined by the Provider at its sole discretion, using standard export functionalities or formats made available by the Service. The Provider is under no obligation to provide custom export formats, transformations, bespoke data mappings, or API-level data dumps unless expressly agreed as Professional Services. After termination becomes effective, the Provider will retain Client Data for 30 days before deletion, unless a different retention period is required by law or agreed between the Client and Provider.

(b) Provider Ownership of Technical Materials: All software, code, workflows, configurations, algorithms, integration scripts, and any technical developments, enhancements, or modifications created by the Provider — including those developed during Professional Services — remain the sole intellectual property of the Provider. The Client receives no ownership rights to such materials.

8.6 Form of Termination Notice

Any notice of termination, non-renewal, or suspension under this Contract (a “Termination Notice”) must be made in writing. For the purposes of this Contract, “written” form includes both physical written form (including paper-based notices signed by an authorised representative) and electronic form, including notice sent by email from an authorised representative of the notifying Party, notice delivered via the Service interface or in-platform messaging where such functionality is available, or any other electronic means expressly accepted or made available by the Provider.

9. Data Protection (GDPR)

9.1. Client — Data Controller; Provider — Data Processor.

9.2. The Data Processing Agreement (“DPA”) forms an integral and inseparable part of these Terms and is incorporated herein by reference. The DPA applies automatically to all processing of personal data carried out by the Provider on behalf of the Client in connection with the Service.

The current version of the DPA is made available by the Provider at: https://aiwilldo.lu/ai-will-do-platform-dpa (or equivalent URL as published on the Provider’s website).

Acceptance of these Terms (including by signature, electronic acceptance, click-through confirmation, account creation, activation, or continued use of the Service) shall constitute full and legally binding acceptance of the DPA by the Client. No separate execution, signature, or additional acceptance of the DPA is required.

9.3. Client Data is stored and processed within the European Union unless expressly agreed otherwise in the Contract or required by the use of Third-Party Platforms in accordance with the DPA.

10. Liability

10.1. Limitation of Direct Liability

Provider’s aggregate liability for any claims arising out of or relating to the Service, the Agreement, or these Terms shall be limited to the total Fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim, unless a different limitation is expressly stipulated in the Contract.

10.2. Exclusion of Indirect Damages

To the maximum extent permitted by law, the Provider shall not be liable for:

indirect, incidental, consequential, exemplary, or punitive damages;
loss of profits, revenue, goodwill, reputation, business opportunities, or anticipated savings;
damages arising from delays, interruptions, or failures of Third-Party Platforms;
damages arising from AI inaccuracies, probabilistic behaviour, or reliance on AI outputs;
damages caused by incorrect, incomplete, or outdated content in the KB or Instructions for AI Agent.

10.3. No Liability for Client-Controlled Systems and Inputs

Provider shall not be liable for any failure, error, or damage resulting from:

Client’s configurations, settings, integrations, or internal systems;
actions, omissions, or misuse by the Client’s personnel or authorised users;
failure of the Client to cooperate or provide access necessary for integration or service performance;
Client’s failure to maintain valid access to Third-Party Platforms (e.g., Meta, WhatsApp, Twilio).

10.4. No Liability for Regulatory or Compliance Use

The Provider does not provide legal, compliance, financial, investment, medical, or other regulated advice. AI-generated outputs may not be used as a substitute for professional judgment. Provider shall not be liable for any use of the Service in regulated or risk‑sensitive contexts, including:

legal or contractual decision-making;
compliance assessments;
medical or safety‑critical scenarios;
financial or investment decisions.

10.5. Force Majeure

Provider shall not be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including but not limited to outages of Third-Party Platforms, network failures, strikes, governmental actions, natural disasters, or widespread infrastructure disruptions.

10.6. Client Indemnity

The Client agrees to indemnify and hold the Provider harmless from any claims, damages, losses, or liabilities arising from:

unlawful or non‑compliant Client communications with end‑users;
Client’s violation of third‑party terms (Meta, WhatsApp, Twilio, hosting providers, etc.);
Client’s misuse of the Service or reliance on AI‑generated outputs in prohibited scenarios.

11. Confidentiality and Non‑Disclosure

11.1. Confidential Information

For the purposes of the Contract, “Confidential Information” means any non‑public information intentionally and explicitly disclosed by one Party to the other in the context of the Contract, whether orally, electronically, or in writing, that relates to the disclosing Party’s business, operations, customers, pricing, technical systems, product plans, trade secrets, or know‑how.

For the avoidance of doubt:

(a) Client Data shall constitute Confidential Information only to the extent it is not made publicly accessible by the Client itself and is not intentionally published, shared, or exposed by the Client through the Service or via external links;

(b) The content of Knowledge Base and Instructions for AI Agent shall constitute Confidential Information only where such content is not intentionally made publicly accessible by the Client. For the avoidance of doubt, Knowledge Base content shall not be deemed publicly accessible solely because it is technically accessible via non-indexed, unlisted URLs generated by the Service (including URLs shared through the Service interface), provided that such URLs are not deliberately published or distributed by the Client or Provider to the public at large.

(c) general behavioural concepts, non‑confidential configuration patterns, prompt structures, or high‑level interaction logic used to configure or operate the AI Agent shall not be deemed Confidential Information, provided that such reuse does not disclose Client‑identifiable data or business‑specific confidential information.

Confidential Information expressly excludes information that becomes accessible to third parties other than as a result of a deliberate disclosure by the receiving Party.

11.2. Confidentiality Obligations

Each Party undertakes to:

(a) keep the Confidential Information of the other Party strictly confidential;
(b) use such Confidential Information solely for the purpose of performing the Contract;
(c) not disclose Confidential Information to any third party, except to its employees, contractors, or professional advisers who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set out herein.

11.3. Exclusions

Confidential Information shall not include information that:

(a) is or becomes publicly available through no breach of the Contract;
(b) was lawfully known to the receiving Party prior to disclosure;
(c) is lawfully obtained from a third party without restriction;
(d) is independently developed without use of or reference to the Confidential Information.

11.4. Permitted Disclosures

Disclosure of Confidential Information is permitted where required by applicable law, regulation, or court order, provided that the receiving Party (where legally permissible) gives prior notice to the disclosing Party and limits disclosure to the minimum extent required.

11.5. Duration

Confidentiality obligations under this Section shall apply during the term of the Contract and for a period of five (5) years following its termination or expiration, except for trade secrets and Client Data, which shall remain confidential for so long as they retain their confidential nature.

12. Responsibilities of the Provider

12.1 Provision of the Service

The Provider shall make the Service available to the Client in accordance with the Contract and shall use commercially reasonable efforts to maintain the general operability of the Service.

12.2 Reasonable Efforts; No Guarantee

The Provider shall use commercially reasonable efforts to operate, maintain, and improve the Service but does not guarantee uninterrupted availability, error‑free operation, continuous uptime, or availability at specific times, unless explicitly agreed in writing in the Subscription Plan.

12.3 Security Measures and Data Breach Handling

The Provider implements and maintains reasonable technical and organisational measures designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or unauthorised access, taking into account the nature of the Service, the state of the art, and the risks associated with the processing.

Such measures are implemented on a best‑efforts basis and do not constitute any warranty, representation, or guarantee that the Service or Client Data will be fully secure or immune from security incidents or breaches.

In the event of a personal data breach affecting Client Data for which the Provider acts as data processor, the Provider shall notify the Client without undue delay in accordance with applicable data protection law.

12.4 Maintenance and Modifications

The Provider may, at its discretion, perform maintenance operations, implement updates, bug fixes, upgrades, security patches, or technical modifications, including changes required to comply with legal, regulatory, or third‑party requirements. Such activities may result in temporary limitations or interruptions of the Service.

12.5 Scheduled and Unscheduled Maintenance

The Provider may temporarily restrict access to the Service to perform scheduled or unscheduled maintenance. Where reasonably practicable, the Provider shall use reasonable efforts to inform the Client in advance, but failure to provide notice shall not constitute a breach.

12.6 Dependency on Third‑Party Platforms

The Provider is not responsible for availability issues, interruptions, limitations, or failures caused by Third‑Party Platforms, external infrastructure providers, or network operators.

12.7 Support

Support Services, if included, are provided solely in accordance with Section 4. Any assistance exceeding the defined scope of Support Services constitutes Professional Services.

12.8 No Professional or Regulated Advice

The Provider does not provide legal, medical, financial, compliance, or other regulated advice and assumes no responsibility for Client decisions made based on AI‑generated outputs.

12.9 No Liability for AI‑Generated Outputs and Resulting Losses

The Client acknowledges that the AI Agent generates responses based on probabilistic models and automated processing of Client‑provided content and inputs, and that such responses may be inaccurate, incomplete, misleading, outdated, or otherwise incorrect.

To the maximum extent permitted by applicable law, the Provider shall not be liable for any material loss, financial loss, business loss, or other damage suffered by the Client or any third party arising out of or in connection with:

(a) incorrect, incomplete, misleading, or inappropriate AI‑generated responses;

(b) the Client’s or any end‑user’s reliance on AI‑generated outputs;

(d) the use of the Service or AI Agent in scenarios requiring guaranteed accuracy, human judgment, or professional validation.

For the avoidance of doubt, AI‑generated outputs do not constitute advice, representations, guarantees, or binding statements attributable to the Provider, and the Client remains solely responsible for verifying AI‑generated information before relying on it for any purpose.

13. Intellectual Property

The Parties acknowledge that the Service may incorporate open‑source and third‑party components and that the respective license terms applicable to such components apply in parallel to this Contract.

13.1 Open‑Source Components

The Client acknowledges that the Service incorporates the open‑source Chatwoot platform, licensed under the MIT License, solely as one of multiple internal technical components used by the Provider to deliver the Service.

The Service is not offered as a standalone, hosted, or re‑branded distribution of the Chatwoot platform. Chatwoot is used as an embedded functional element within a broader composite software‑as‑a‑service solution that combines Provider‑developed proprietary components, configuration layers, automation logic, AI‑related functionality, integrations, and operational infrastructure with selected open‑source components.

The incorporation of Chatwoot as part of the internal technical architecture does not grant the Client any rights to access, receive, copy, deploy, or use the Chatwoot software or its source code, nor does it limit or affect the Provider’s contractual obligations to deliver and support the Service in accordance with this Contract.

Nothing in this Contract shall be interpreted as transferring ownership of, or licensing rights to, any open‑source software components to the Client, nor as creating any representation that the Service is equivalent to, derived from, or substitutable with the standalone Chatwoot software offering. Nor shall it limit or expand the rights and obligations arising from the applicable open‑source licenses as between the Provider and the respective rights holders.

13.2 Third‑Party Software Components

The Service incorporates and relies on third‑party systems, platforms, and software components. All intellectual property rights in such third‑party components remain solely with their respective owners. The Provider does not grant any rights to such third‑party software other than those expressly permitted under the applicable third‑party license terms.

Third parties, including the developers or maintainers of open‑source components such as Chatwoot, may independently offer software applications, mobile applications, plugins, extensions, or other components that are technically compatible or interoperable with the Service.

Any such third‑party applications or components are provided independently of the Provider. The Provider does not control, endorse, distribute, warrant, or support such third‑party offerings and assumes no responsibility for their availability, functionality, security, compatibility, continued operation, or compliance with applicable laws.

The Provider is under no obligation to ensure ongoing compatibility between the Service and any third‑party applications or components, including mobile applications or other components offered independently by third parties, even where such applications or components are released or maintained by the same providers whose software components are used within the Service, nor to provide any support, maintenance, or troubleshooting in relation to such third‑party offerings.

13.3 Provider‑Developed Components

All proprietary elements developed by the Provider — including, without limitation, automation logic, workflows, orchestration layers, integration logic, prompt engineering, system configurations, code, templates, operational algorithms, data structures, and any enhancements, customisations, or Client‑Specific Features created by the Provider, whether as part of the Service or through Professional Services — remain the exclusive intellectual property of the Provider.

Client‑Specific Features resulting from Professional Services are provided solely for the Client’s internal business use and do not form part of the standard Service.

Unless expressly agreed otherwise in writing, the Provider retains all intellectual property rights in any methods, templates, technical solutions, configurations, or generalised know‑how developed in the course of Professional Services and may reuse them for other clients, provided that no Client‑identifiable data or Confidential Information is disclosed.

13.4 No Transfer of Ownership

Except for the limited, non‑exclusive, non‑transferable right to access and use the Service during the Subscription Period in accordance with the Contract, no ownership rights or licences (express or implied) to any software, technology, or intellectual property are transferred to the Client.

13.5 Restrictions

The Client shall not copy, modify, reverse engineer, decompile, disassemble, extract, or otherwise attempt to derive the source code, underlying structure, or logic of the Service or any Provider‑developed components, except to the extent such restriction is prohibited by mandatory law.

13.6 Ownership of Client Materials

All Client Data, Knowledge Base content, Instructions for AI Agent, and other materials supplied or entered by the Client remain the exclusive property of the Client. The Provider receives only the limited rights necessary to operate, maintain, and provide the Service in accordance with the Contract.

14. Changes to the Terms and Conditions

14.1. Form Requirement

Any changes or amendments to these Terms and Conditions must be made in writing.

14.2. Right to Modify Terms

The Provider may modify these Terms from time to time where such changes are reasonably necessary due to legal, regulatory, technical, operational, security, or business developments, including but not limited to:

changes in applicable laws or regulatory requirements;
updates in security, technical, or operational standards;
changes imposed by Third‑Party Platforms (e.g., Meta, WhatsApp, Twilio, OpenAI, Google, etc.) that affect the operation, pricing, or availability of the Service;
evolution, enhancement, or modification of the Service, including the introduction, modification, or discontinuation of features;
changes to risk allocation, liability limitations, or compliance requirements reasonably required to operate the Service.

Changes shall not be used to unilaterally alter essential commercial terms expressly fixed in the Subscription Plan (such as Subscription Fees, fixed parameters, message limits, or Connectivity Interfaces), unless legally required.

14.3. Communication Changes

Changes to the Terms shall be communicated to the Client in writing, including by email or in‑platform notification. The notice shall indicate the effective date of the changes.

14.4. Deemed Acceptance

Unless the Client objects in writing before the effective date specified in the notice (and in any event within 14 days of receipt), the updated Terms shall be deemed accepted and shall apply to the ongoing contractual relationship.

14.5. Objection and Termination Right

If the Client objects to a change:

(a) the Provider may, at its discretion, continue providing the Service under the previous version of the Terms until the next renewal date; or

(b) terminate the Contract with 14 days’ written notice, where continuation under the previous Terms is not reasonably feasible due to legal, security, operational, or technical constraints.

Termination under this Section shall not give rise to any compensation, refund, or liability, except for prepaid fees corresponding to unused full billing periods, where required by mandatory law.

15. No Partnership or Agency

Nothing in this Contract shall be deemed to create any partnership, joint venture, agency, fiduciary or employment relationship between the Parties.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of Luxembourg. Disputes shall be submitted to the exclusive jurisdiction of Luxembourg City courts.