Terms and Conditions

Subscription Service Terms and Conditions

1. General Information

Welcome to Smart Messenger! We are a Swiss company registered under the legal entity Eberhardt & Partner SÀRL (CH-550.1.148.285-7), and in this document, we refer to ourselves as “We,” “Us,” “Our,” “Ours,” or “Smart Messenger.” Our mission is to provide you, our valued customers, with the best product features and an exceptional experience through our Services, accessible at www.smart-messenger.com, www.smart-messenger.ai and www.smart-messenger-ai.com (“Website”), as well as our guest communication Software as a Service (SaaS) product.

These Terms and Conditions (“T&C”) are designed to establish the principles that govern our interactions and define our core values. These T&C form the foundational agreement between you and us for the utilization of our Services. They become applicable to you upon your access to the site, completion of the registration process, and/or acceptance of these T&C when making your initial inquiry. If you do not consent to these T&C, it is imperative that you refrain from using the Website, its content, or our Services.

 

2. Registration and Account to Smart Messenger

You can access all the features of our Services outlined in the Smart Messenger License, as detailed in Section 3. We offer a free of charge user account for a maximum period of 30 days as part of a complimentary trial (“Trial License”). After this initial 30-day trial period, if you wish to continue using the Services, you will be automatically registered and subscribed to either the selected Smart Messenger Host License, as defined in these Terms and Conditions. If you do not wish to continue to use the Smart Messenger Services after the trial period, you must cancel the subscription.

To gain access to the complete Service under the Smart Messenger Basic or Smart Messenger Premium License, as specified in these Terms and Conditions, you must have the age of majority in your jurisdiction. For the use of the Smart Messenger Basic and/or Smart Messenger Premium License, you are required to establish a user account by completing the registration process through the Website (“Account”). By providing all necessary information during the registration process and clicking the “Start Trial” button, you are making a valid offer to enter into a contract with us, as outlined in these Terms and Conditions. We will confirm your offer by sending you a confirmation email upon successful registration.

In addition to accepting these T&Cs, a valid registration necessitates the following: (a) provision of complete and accurate information during the registration process; and (b) receipt of a registration confirmation email from us.

Regardless of the registration method chosen, access to and use of our Service will be linked to your registered email address.

Accuracy of Information: By registering with us, you affirm that the information provided for your Account, including any subsequent information you provide to us during the registration process or in connection with the Services, is complete, truthful, accurate, and free from any misleading details. It is your responsibility to promptly notify us of any changes to this information to ensure its continued accuracy. You must also keep your Username and Password details secure at all times.

You are accountable for all activities conducted on your Account and any requests for our Services made through your registered email address, whether explicitly or implicitly authorized by you. In the event of any unauthorized use of your Account or email address, you must promptly inform us. You may be held responsible for any losses incurred by us or any other user or visitor to the Website due to unauthorized use of your Account or email address to access the Services.  

 

3. Smart Messenger Services:

Our Services encompass a diverse array of skill sets, each referred to as a “Skill,” designed to enhance your communication with your customers. These Skills are bundled together in the form of a digital assistant, collectively referred to as “Services.”

Despite entering the questions / answers, all our Services operate in a fully automated manner and do not involve any further manual input or result monitoring on our part, other than optimizing your initially entered questions / answers. Consequently, our Services are limited to executing specific tasks such as searches, translations, and conversations, without guaranteeing a specific quality or quantity of results. They do not imply any assessment of the accuracy of their content for their intended purposes.

Due to the intricate interplay of a complex infrastructure, service providers, and overall connectivity, we cannot ensure constant availability of our Services. It is important to note that our Services cannot replace professional human advice. We assume no liability for any content, code, errors, omissions, or inaccuracies, e.g. when the host is providing Wifi passwords or other personal and confidential information via Smart Messenger.

The Services and corresponding Skills outlined in this Agreement fall under two categories: the “Smart Messenger Basic” and the “Smart Messenger Premium” License.

    • Smart Messenger Basic: This category offers Skills tailored for professionals seeking a digital work companion to support the communication between a host and a guest via Messenger applications like e.g. Whatsapp. Smart Messenger Basic includes a limited access to questions and answers which are provided as answers to the guest. It also includes a limited amount of guaranteed conversations (tokens) and answers. The size of allowed characters in questions and answers is limited.
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    • Smart Messenger Premium License: Geared towards professionals seeking a comprehensive tool to support their customer communication on multiple channels. This category includes the same Skills as the Smart Messenger Basic category, as outlined above but with higher limits for questions / answers. t additionally grants access to the Deep Learning service, a way to learn from customer conversations and expand the initial question/answer catalog by activating new questions/answers captured by Smart Messenger during customer conversations.
    • You certify that you are not presently registered or qualified as a professional securities trader or investment advisor with any relevant authority or organization.
    • You are subscribing to the Services for personal use and are not acting as an investment advisor or trader for public investment or corporate funds, whether or not you have previously been qualified for such roles.
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    • You are not utilizing the Services for administrative, sales, or support functions of any bank, brokerage, or financial institution for which Refinitiv provides a similar service.
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    • This Skill is limited to your use for providing Wealth Management Services, which encompass consultative investment and advisory services, such as financial planning, investment management, and specialized financial advice offered to your clients.

 

Additionally, Smart Messenger may develop further skills exclusively available under the Smart Messenger Premium license. These new Premium skills will be communicated through our regular newsletter and listed on our webpage (https://www.smart-messenger.com). However, please note that Smart Messenger is not obligated to develop such additional skills.

Under both the Smart Messenger Basic and Smart Messenger Premium Licenses, you are granted the right to use the Service for personal use only and are expressly prohibited from redistributing or making the Services available to others for free or for commercial purposes. No Acquisition of Licenses or Other Rights Through Service Use:

Any search results, translations, or conversions provided through our Services may be subject to third-party rights. We explicitly do not claim or guarantee that any results do not infringe upon any internal or external compliance or third-party rights. You acknowledge and agree that your use of such third-party content or services may be governed by additional terms and conditions imposed by the third party. If you do not agree to these additional conditions, you are not authorized to use the respective third-party content or services. 

 

4. Service Level

    • General Service Level: While we make every effort to provide you with the Services within 1 minute of the inquiry of your customers, it’s important to note that we do not guarantee specific response times, service levels, quantities, or quality of the Services.
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    • Because our Services integrate and utilize various third-party applications and services, the availability of certain Skills within our Services is contingent upon the availability of these third-party applications and services. While our Services may still be accessible, temporary limitations and restrictions may arise in the results of individual inquiries due to factors beyond our control.
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    • Modifications to the Service: We retain the right to periodically review, revise, modify, enhance, or discontinue the Services or other content without prior notice to you. These reviews may encompass both content-related and technical aspects, including the expansion or modification of the topics covered by the Services and adjustments to the technical formats used in the Services. Access to the Services may be temporarily or permanently suspended, without notice, in cases of system failures, maintenance, reviews, repairs, or for reasons beyond our reasonable control. We are not liable if, for any reason, the Services become unavailable. Please be aware that we may terminate the provision of the Services at any time. In any circumstance, we are not obligated to provide maintenance or support services.

 

5. All rights to the Services reserved by us

All intellectual property rights to the Services as well as the Website, its software and algorithms, are either our intellectual property or have been licensed to us by third parties. All rights are reserved by us or, if provided by a third party, they are reserved by the third party (and even if such content or service is not expressly marked as being legally protected or registered, this does not mean that we or third parties waive any applicable intellectual property rights, neither wholly nor partially with respect to such content or service).

You are not permitted to reproduce, copy, post, republish, transmit, record, transfer or process any content, materials or portions thereof without our express written permission in advance, nor are you permitted to do or attempt anything that violates our intellectual property rights or any intellectual property rights licensed to us or owned by third parties. This also applies to the ideas and concepts on which the Services are based, even if they are not protected by intellectual property rights.

All trademarks, service marks and trade names of Smart Messenger used in the Website or Services are trademarks or registered trademarks of Smart Messenger or E&P Sàrl.

 

6. License and License Fee:

    1. License: When you register for the Services under these Terms and Conditions, you are subscribing to either the Smart Messenger Basic or the Smart Messenger Premium License, as outlined in Section 3 of these Terms and Conditions.
    2. Subscription Fee: In exchange for the provision of the Smart Messenger Basic and/or the Smart Messenger Premium License, you are required to pay a license fee as detailed in our Price List, available at https://www.smartcom . All prices listed are final and denominated in US Dollar, with applicable VAT (or similar taxes) added as necessary.
    3. Payment: The payment of the Subscription Fee is to be made upon registration and subsequently at the commencement of each subsequent month (for monthly payments) or year (for annual payments). Your registration with our Services constitutes a valid reason for payment, regardless of whether you actively utilize the Services. We offer multiple payment options, including credit card and PayPal. Corporate account clients have the option of paying through a standard direct bank transfer.
Further Rights and Obligations of the User:
    • Compliance with the Law: We offer our Services to you on the condition that you adhere to all applicable laws, respect our rights, the rights of third parties, and use our Services in accordance with these Terms and Conditions. You must refrain from harming, damaging, or otherwise exploiting the Services.
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    • User Content: To enable the provision of our Services, you are solely responsible for the content you transmit or make available to us, including but not limited to all files, texts, pictures or other information and data you send, provide, or supply to Smart Messenger (“User Content”) for the execution of the Services.
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    • As stated in the License under Section 3, your use of the Services is limited to a certain amount of tokens, unless expressly agreed otherwise. In any case, you must not:
      • Overuse the Services. o Utilize automated software and/or bots to access the Services.
      • Misuse the Services in any other manner.
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    • Disruptive Behavior: Any form of harassment, including via email, chat, or the use of offensive language, is strictly prohibited. Impersonating others, including our employees, hosts, guests representatives, or other users, is not allowed. You may not upload, distribute, or make available through the site any content that is defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable. Such content may constitute or encourage criminal offenses, infringe upon the rights of any party, or lead to liability or legal violations.
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    • Additional Obligations: Your obligations in connection with the Services also include:
      • You may not copy, reproduce, republish, publicly display, translate, offer, transmit, upload, or distribute any part of the Services to any other computer, server, website, or medium for publication or distribution, except as expressly permitted in these T&Cs or otherwise agreed upon in writing by us.
      • Commercial use of the Services, including the sale of access to the Services, is prohibited, unless expressly allowed in these T&Cs or otherwise agreed upon in writing by us.
      • You may not modify, alter, or adapt any part of the Services without our prior written consent.
      • You may not hinder, disable, interfere with, or attempt to interfere with the Services, including its security-related features or any transactions conducted on the Services. You may not attempt to access content or services through any means other than those intentionally offered by the Services.
      • You may not use the Services in connection with illegal products, content, services, materials, or adult-themed material. Additionally, refrain from using the Services for coverage of accidents, assaults, catastrophes, or riots.
      • The Services must not be used for unlawful purposes, the publication, linking to, issuance, or display of unlawful material, or any activity that breaches our rights or the rights of third parties. This includes, but is not limited to, pirated software or any material that is obscene, threatening, malicious, deceptive, harmful, abusive, defamatory, intimidating, discriminatory based on religion, gender, sexual orientation, race, ethnicity, age, or disability, or contains viruses, trojan horses, or other harmful code or scripts.
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    • No Advertising: You are not allowed to use the Services for advertising purposes or to display information related to commercial activities, services, or products, unless explicitly permitted in these T&Cs or agreed upon in writing by us.
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    • Assignment: These T&Cs and any rights and licenses granted hereunder may not be transferred or assigned by you without our express prior written consent. If you transfer or assign any rights or obligations, you must ensure that:
      • The assignment does not conflict with or violate any provision of these T&Cs.
      • All obligations towards us are duly assumed and fully complied with by the assignee. Even after assignment, you remain responsible for your obligations towards us. We may choose to assign our rights or obligations at our sole discretion.
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    • Breach of T&Cs: We reserve the right, at our discretion, to suspend, restrict, or terminate your account without notice, where you are in breach of these T&Cs or where your use of the Services may be causing harm to systems or other technical infrastructure. A breach of these T&Cs may also lead to legal claims, damages, and criminal prosecution. We may, at our discretion, monitor or record your Account and Services used by you for compliance with these T&Cs or for usage research and control purposes. We retain the right to edit or delete any material, including text, audio, and video, that we consider to be in violation of these T&Cs.

 

7. Disclaimer and Limitation of Liability:

    • DISCLAIMER: We do not make any express or implied representations or warranties of any kind, and we expressly disclaim all representations and warranties to the fullest extent permitted by applicable law. This includes, but is not limited to, accuracy, quality, workmanship, operability, merchantability, availability, completeness of the Services, non-infringement of industrial or intellectual property, or any other rights of third parties, and the fitness of the content for a particular purpose.
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    • User Content: Regarding User Content, Smart Messenger bears no liability. You acknowledge and agree that you are solely responsible and liable for the User Content. You represent and warrant that you own all rights to the User Content and that the User Content does not: (i) violate public policy; (ii) infringe upon the rights of third parties, including personal rights (especially one’s own image) and intellectual property rights such as trademarks, patents, copyrights, or any other legally protected rights; or (iii) contain unlawful material or promote illegal activities. In this context, you agree to fully indemnify and hold us harmless as outlined in Section 9.5.
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    • Limitation of Liability: You acknowledge and agree that you access and use the Services at your own risk, on an “as is” and “as available” basis, and we are not liable for any errors or omissions in any content or service, or for any availability or delivery issues. This includes, without limitation, errors caused by interruption, deletion, operation delay, transmission, communication line issues, errors, omissions, or computer viruses, trojan horses, or other harmful code or scripts. Furthermore, we do not guarantee that the Website or the Services will be error-free or uninterrupted, or that defects will be corrected. We reserve the right to remove the Website or Services (or parts thereof) at any time, without notice, for various reasons, including routine or non-routine maintenance, error correction, or other changes. 
    • You agree that we, our affiliates, employees, directors, distributors, licensors, and agents shall not be liable, whether in contract, tort (including negligence), or otherwise, for any:
        • Loss of business, opportunity, use, profit, anticipated profit, contracts, revenue, goodwill, or anticipated savings; or
        • Loss of data or use of data, whether direct, indirect, consequential, or special, arising in connection with the use or attempted use of the Website or the Services, the inability to use these items, interruption or termination of our provision of the Website or Services, even if we have been advised of the possibility of such damages.
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    •  In any event, to the fullest extent permitted by applicable law, we shall not be liable for any damage or loss, whether direct or indirect, that you may suffer as a result of our failure to deliver the Services for any reason. This includes but is not limited to access delays or interruptions, data non-delivery or mis-delivery, failure to deliver the Services due to server failure, or any event of force majeure. Force majeure events may include acts of God, war, terrorism, security breaches, unauthorized use of personal data due to hacking, or network reception failure.
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    • The exclusion described in this section applies even if the loss or damage you suffer was foreseeable by us, or if you informed us of the risk of such loss or damage.
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    •  However, nothing in these Terms and Conditions shall limit or exclude our liability for:
      • Death or personal injury caused by our negligence. o Fraud or fraudulent misrepresentation.
      • Any other type of liability that cannot be limited or excluded by applicable law.
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    • Indemnity: You agree to fully indemnify and hold us, our affiliates, officers, directors, shareholders, employees, and agents harmless in respect of all liabilities, damages, claims, actions, expenses, demands, or costs (including any legal fees related to such claims or damages) that we incur as a result of, or in connection with, your use of the Services, including any breach or suspected breach of these Terms and Conditions or your violation of any law or infringement of third-party rights.

 

8. Termination and Suspension:

    • You or we have the option to terminate your Account by providing written notice, with email being an acceptable means of communication, at least 14 days before the conclusion of a calendar month or as defined in the license.
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    • You acknowledge and accept that we may, without prior notice, suspend or terminate your Account and/or your access to the Website, the Services, and any other content, either in full or in part, through written notice, if we determine or have reasonable grounds to believe that you have violated these Terms and Conditions.

 

9. Data Protection and Privacy Policy

Any information, data, or materials that you furnish to us during the registration process or subsequently, as well as any other information, data, or materials that you may submit to us, are governed by our data protection policy. You can access our Data Privacy Policy by following this link: https://smart-messenger.com/privacy-policy.

 

10. Severance

Each clause within these Terms and Conditions shall be interpreted as distinct and autonomous. The validity of these Terms and Conditions shall not be compromised even if any clause within them is deemed entirely or partially invalid or unenforceable. In such an event, that specific provision shall be restricted or removed to the minimum extent required, ensuring that these Terms and Conditions continue to be fully effective and enforceable.

 

11. Governing Law and Jurisdiction

These T&Cs shall be governed by and construed in accordance with Swiss law. All disputes arising out of or in connection with these T&Cs, including any questions regarding its existence, validity, or termination, shall exclusively be settled by the relevant court located in Waadt, Switzerland.

 

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