GENERAL CONDITIONS OF USE
1. Subjects:
1.1. Darwin AI.
Company that provides the AI service to intelligently scale conversations with customers.
The company is comprised of:
- Parrot US Corp, Incorporated in Delaware
- PAPAGAIO LTDA, Brazil, CNPJ: 53,478.169/0001-18
We also have a partner in Mexico through: PUBLICIDAD Y MARKETING MAMB S.A. de C.V.
1.2. Your Business:
Company or group of companies that hire Darwin AI to intelligently scale conversations with their customers.
1.3. Employees of Your Business:
Individuals who may be employees, contractors or representatives of Your Business and who interact with Darwin AI on behalf of Your Business.
1.4. Your Business Customers:
People, whether potential customers or customers, who communicate with Your Business. This contract is concluded between Darwin AI and Your Business, but we include Your Business Employees and Your Business Customers in the definitions because they also interact with Darwin AI software.
2. Object
2.1. The purpose of this instrument is to:
A. Define the terms and conditions of the contract that govern the relationship between DarwinAI and Your Business.
B. Define the scope of the license to use software that Darwin AI grants to Your Business.
2.2. Software.
Darwin AI is a software for intelligently scaling conversations through Whatsapp and other channels, between Your Business and Your Business Customers, using artificial intelligence.
Darwin AI acts as an agent that communicates with Your Business Customers through the Whatsapp channel and others, using the context provided by Your Business.
The context provided by your Business is what gives AI software its purpose, data, processes and flows, determining its responses.
The quality of the answers provided by Darwin IA to Your Business Customers depend on the quality and detail provided in the context provided by Your Business to Darwin IA. Darwin AI reserves the right to modify the software that provides the tools that make up the Darwin AI Solution, when it deems it necessary to improve its safety, operation and/or productivity.
3. Recruitment process.
3.1. Business proposal.
Darwin IA will send Your Business a commercial proposal by email and/or through an automated form.
3.2. Acceptance of the proposal.
Your Business must expressly accept the proposal by answering the email with the information required by Darwin IA and/or completing the automated form.
3.3. Once the proposal is accepted, Darwin IA will send to Your Business:
3.3.1. Context requirement for implementation:
It consists of a document with guiding questions regarding the context we need to configure AI. This document can be completed in an hour or two, although sometimes businesses are slow to gather and define the required information.
3.3.2. Implementation invoice.
The bill for the implementation must be paid before the service's launch date.
3.4. Testing stage.
Once the request has been answered, the doubts have been resolved and the implementation bill has been paid, a testing and feedback period begins, so that Tu Negocio employees test the service and can provide feedback on the quality of the answers, to optimize the context. We recommend that this process take one week.
3.5. Production release.
After the testing in accordance with Your Business, we will proceed with the launch to production, activating the service for Your Business Customers and starting to issue periodic Invoices for the service.
4. Billing, payment and default.
4.1. The service will be billed in advance the first week of the month and must be paid, within 10 business days of receiving the invoice.
4.2. Mora.
The default in the payment of the bill will occur automatically. Payments due denominated in U.S. dollars will earn a punitive interest of 1% per month. Payments due denominated in local currency by our subsidiaries or partners located outside the United States will accrue the appropriate punitive interest in accordance with the customs and practices in force in the jurisdiction corresponding to the currency of payment for commercial obligations. For these purposes, the punitive interest charged by the VISA card of that jurisdiction for obligations in that currency will be taken as a reference.
4.3. Darwin AI may suspend the provision of the service and the access of Your Business and Your Business customers to the DarwinAI Solution until the default situation is settled. The notification of the suspension will be made by email.
4.4. Your business must pay on the invoice:
4.4.1. The quoted implementation cost, which you pay only when you launch an account
4.4.2. The license to use the software, which will be paid monthly and in advance according to the commercial proposal made.
4.4.3. A variable cost per conversation or per message, depending on the commercial proposal made, whose settlement will be included in the invoice.
4.5. Price adjustment.
Darwin AI may set and communicate a new license and use price of the software and the variable cost. The new price must be communicated via email to Your Business no less than 30 days in advance. Your Business will be considered to have accepted the new price as long as you do not express your willingness to terminate the contract, by the same means, within 10 days of notification through the above-mentioned means.
5. Validity and extinction
5.1. The contract will be valid for an indefinite period.
5.2. Either PARTY has the right to cancel the contract, in the following cases:
5.2.1. Breach by either PARTY of any of the obligations set out in this contract.
5.2.2. At any time, at your sole discretion and without the need for an invocation of cause, communicating it expressly via e-mail no less than 30 (thirty) calendar days in advance.
6. Intellectual and industrial property
6.1. Your Business accepts that all techniques, commercial and operational methodologies, programming codes and computer languages developed by Darwin AI in order to achieve the object of the contract are technology and knowledge products developed solely and exclusively by Darwin AI, and are therefore its exclusive Property.
6.2. Neither Your Business nor Your Business Employees can, by themselves or through their collaborators, disclose, copy, reproduce, authorize and/or allow the use of the software, designs, screens, our promotional material, our logos or our documentation without the prior express authorization of Darwin AI.
7. confidentiality
7.1. All information exchanged between THE PARTIES prior to, during and after the conclusion of this contract, including informal communications relating to business, commercial strategies, products, technologies, results and the like, are considered confidential and are protected by the respective regulations that protect industrial secrecy and confidential information in each country. The parties must refrain from disclosing it to third parties without prior authorization from the person who provided it. When its disclosure is authorized, it will always be restricted in scope and authorized persons must be aware of its confidential nature and take reasonable steps to keep it secret.
7.2. All information relating to Your Business Customers is confidential and Darwin AI undertakes not to provide or share it with any other Darwin AI customer (other businesses) or third parties without prior authorization from Your Business.
8. Privacy and personal data
8.1. Purpose of Personal Data Processing
Darwin IA, in its commitment to privacy and personal data protection, informs that personal data collected or received during interaction with our services, includes, but is not limited to, name, surname, contact information, and purchase preferences and can be stored in both a structured and unstructured manner in conversation records and other digital formats.
The collection and processing of this data has the following main purposes:
- Provide and improve the services offered to Your Business and/or Your Business Customers. Facilitate the management of commercial relationships and support for Your Business and/or Your Business Customers.
- Perform analyses and improvements in the functionality and security of our services.
- Comply with applicable legal obligations.
To achieve these purposes, Darwin AI may share certain personal data with third-party service providers, who act under strict confidentiality agreements and following our explicit instructions. These providers include, but are not limited to, hosting services, database management and data analysis tools, who play a crucial role in supporting and improving our operations.
Darwin IA ensures that all data transfers are carried out in compliance with applicable data protection laws and with appropriate safeguards, ensuring the security and confidentiality of the personal data of our users and third parties.
8.2 Your Business Employee Data.
By accepting the proposal, you are authorizing us to save your personal contact data and the data of the Employees of Your Business that you provide us, within our databases, for the purposes of marketing, sales and customer service of our services. Your business is responsible for having previously requested your consent for this transfer and treatment.
8.3. Customer Data for Your Business.
In the case of personal data of Your Business Customers, Your Business is responsible for requiring the express consent of Your Business Customers for the processing and transfer of their data prior to their interaction with our service and/or for including in the context a flow that requires their express consent for collection, processing and transfer.
8.4. Rights of Interested Parties
At Darwin AI, we respect privacy and rights in relation to personal data. Anyone has the right to access, rectify, delete their data (right to be forgotten), limit the processing of their data, port their data to another service, and object to the processing of their data. If you wish to exercise any of these rights, you can send us an email to DPO@getdarwin.ai, and we will ensure that we fulfill your request in accordance with applicable law.
8.5. Data Protection Officer (DPO)
We have appointed a Data Protection Officer (DPO) to ensure that we always handle personal data in a transparent, fair and secure manner, in accordance with data protection laws. If you have any questions about how we handle your personal data or about our privacy practices, you can contact our DPO, Ezequiel Sculli, directly at DPO@getdarwin.ai.
8.6. Legal Basis for Data Processing
The processing of your personal data is based on the need to comply with our contractual obligations to you, our legitimate interest in effectively providing and improving our services, and compliance with applicable legal obligations. Your Business is responsible for obtaining the explicit consent of data subjects for the processing and transfer of their personal data before interacting with our service and/or including in the context a flow that requires your explicit consent for the collection, processing and transfer of their data.
8.7. Use of Automated Decisions and Profiling.
At Darwin AI, we use automated decisions and profiling in order to qualify leads, segment customers, and profile to refer human agents who comply with the rules established by Your Business. This process helps ensure that care and resources are allocated efficiently and effectively. Your Business, upon obtaining consent, must clarify the criteria used for these activities, which must be consistent with the context established by the flow of interaction. This ensures transparency and relevance in the processing of personal data.
8.8. Updating and Revising Our Privacy Policy
We are committed to regularly reviewing and updating our privacy policy to reflect changes in our data processing practices or relevant legislation. We encourage you to review our privacy policy periodically to be informed about how we protect the information and rights of personal data holders.
9. Not exclusivity.
This concluded contract does not imply any type of exclusivity for either party.
10. Availability and damage.
10.1. In the event of serious or repeated inconveniences, Your Business may terminate the contract without any penalty.
10.2. Your business recognizes that Darwin AI software may suffer missteps and remain inaccessible, due to maintenance operations, electronic problems or other events that are not under Darwin AI's control.
10.3. Darwin AI is not responsible for any consequence, damage or harm related to the use of the Darwin AI Solution that resulted from erroneous or insufficient context provided by Your Business or insufficient testing provided by Your Business or for use cases that have not been tested by Your Business, or that, having been tested and obtaining an unwanted response, Dawin AI would not have been required to correct the context.
10.4. Darwin AI may at any time, informing Your Business via e-mail, temporarily suspend access to the Darwin AI Solution at its sole discretion for security or maintenance reasons.
11. Independence of the parties
11.1. The parties declare, for all intents and purposes, that they are independent and autonomous entities, so that this instrument does not create any type of link between both parties, whether mandate, representation, association, formation of an economic group or others.
11.2. Each party will be solely and exclusively responsible for the payment of their tax, social security, and labor obligations.
11.3. Each party will be solely and exclusively responsible for their respective employees, collaborators and third parties hired by them.
12. Notifications and communications
Any sending of judicial or extrajudicial notifications, information, communications or documentation must be made exclusively by E-MAIL, sent from and directed to the boxes reported by each party in the registration form and in these terms and conditions, which must always be originated and received on servers such as “gmail.com”, google apps, “yahoo.com” or “yahoo.com.ar”, or any other service provided by third parties that does not allow the parties to modify the emails sent and received, even when you use your own domain. The existence of the message sent and/or received in the box of any of the parties that meets the above conditions will be sufficient proof of its sending or receipt by the contrary. All of this is in accordance with the criteria of the UNCITRAL Model Law on Electronic Commerce, each of them being personally responsible for the proper functioning of their server, antivirus, anti-spam and for having enough space to receive such notifications.
13. Jurisdiction
All disputes arising from or related to this contract will be resolved definitively, with the express waiver of other jurisdiction and jurisdiction, in accordance with the Arbitration Rules of the International Chamber of Commerce, through the abbreviated procedure, by a single referee appointed in accordance with these Regulations. The Emergency Arbitrator Provisions will not apply.
