Terms of Service (MSA)

§ 1. Definitions

• Service Provider (Boostedchat): Mental Balance sp. z o. o., with its registered office at ul. Prof. Władysława Szafera 1/14, 31-543, Kraków, Małopolskie, Poland, KRS: 0000998746.
• Client: The business entity (entrepreneur) that enters into an agreement with the Service Provider for the provision of Services.
• Service: The service provided electronically, consisting of granting the Client access to the Boostedchat SaaS Platform, which enables, among other things, customer relationship management, communication automation, data analysis, and the use of AI-based tools, in accordance with the selected Package.
• Platform: The Boostedchat software provided by the Service Provider in the SaaS (Software as a Service) model.
• User: An employee or associate of the Client, authorized by the Client to use the Client's Account on the Platform.
• Account: The Client's individual panel on the Platform, allowing management of the Service and data.
• DPA (Data Processing Agreement): The Data Processing Agreement, which constitutes Appendix 1 to these Terms, governing the processing of Personal Data.
• Client Content: All data, information, texts, recordings (including voice), AI prompts, images, and other materials entered, uploaded, or generated by the Client or its Users via the Platform.
• Billing Period: The period (e.g., monthly or annual) for which the Client pays the subscription fee for using the Service.

§ 2. Subject of the Agreement

1. The Service Provider undertakes to provide the Service by granting the Client access to the Platform, and the Client undertakes to use the Service in accordance with the Terms and to make timely payments.
2. The Service Provider grants the Client a non-exclusive, non-transferable, time-limited (for the duration of the agreement) license to use the Platform, solely for the Client's internal business purposes.

§ 3. Technical Requirements and Registration

1. Use of the Platform requires a device with Internet access and an up-to-date web browser.
2. Account registration requires providing true and complete Client data. The Client is responsible for the accuracy of the provided data.
3. The Client is responsible for managing access to the Account, including the actions of all its Users and maintaining the confidentiality of login credentials.

§ 4. Payments and Subscription

1. Use of the Service is fee-based, unless the Parties have agreed otherwise (e.g., as part of a trial period).
2. Fees for the Service are collected on a subscription basis, in advance for a given Billing Period (monthly or annual), based on the price list or individual arrangements (Order Form).
3. The payment processor is Stripe, Inc. The Client undertakes to provide and maintain current payment details (e.g., credit card).
4. Failure to pay on time may result in suspension of access to the Service, and subsequently, termination of the agreement by the Service Provider.
5. Subscription fees are non-refundable.

§ 5. Intellectual Property

• Platform: All intellectual property rights to the Platform, its source code, look and feel, layout, and all its components (including know-how) belong exclusively to the Service Provider.
• Client Content: Intellectual property and full responsibility for Client Content (including Personal Data) remain with the Client.
• License for Service Provider: The Client grants the Service Provider a license to use Client Content (including copying, storing, modifying, and processing it) solely to the extent necessary to provide the Services, offer technical support, and ensure the security of the Platform.

§ 6. Client's Obligations and Liability

The Client is obligated and solely responsible for:

1. Compliance of its business operations with applicable law.
2. Managing its Users and for all actions taken through its Account.
3. The legality, quality, and accuracy of all Client Content introduced into the Platform.
4. Configuration and Use of Tools: The manner in which it configures and uses the Service, including all automations, marketing sequences, and scripts and prompts directed to AI tools.
5. Obtaining Consents: Informing its end-customers and employees and (where legally required) obtaining all necessary and legally valid consents from them, in particular for:
   1. Processing Personal Data, including sensitive data (e.g., health data), in accordance with GDPR;
   2. Recording, storing, and analyzing conversations (voice, text, video);
   3. Using biometric data (voice) for the purpose of voice synthesis or cloning;
   4. Receiving marketing communications (e.g., email, SMS, phone).
6. Not engaging in prohibited activities, including (but not limited to): sending spam, infringing third-party rights, hacking, introducing malware, and using the Platform for illegal purposes.

§ 7. Service Provider's Obligations

The Service Provider undertakes to:

1. Provide the Service with due diligence and in accordance with the Terms.
2. Provide technical support related to the functioning of the Platform.
3. Maintain the security measures of the Platform and protect Client Content, in accordance with the principles described in the DPA.

§ 8. Service Provider's Liability (Limitation of Liability)

1. "AS IS" Service: The Service Provider provides the Service in its current form ("as is") and makes no warranties (express or implied) as to its fitness for the Client's specific business purpose.
2. Disclaimer for Content: The Service Provider bears no responsibility for Client Content or for any business, legal, or medical decisions made by the Client (or its end-customers) based on data or suggestions generated by the Platform (including by AI). The Client acknowledges that AI-generated content may contain errors or inaccuracies.
3. Disclaimer for Client's Actions: The Service Provider is not liable for the Client's actions that violate the law or these Terms, particularly for the Client's failure to obtain the required consents (as referred to in § 6 sec. 5).
4. Third-Party Services (Subprocessors): The Service Provider is not responsible for the operation, availability, or security of services provided by third parties (Subprocessors, e.g., Google, Meta, Vonage, ElevenLabs), including API failures, changes in their policies, or service interruptions.
5. Liability Cap: The Service Provider's total aggregate liability arising out of or in connection with the agreement (whether in contract, tort, or otherwise) is limited to the amount of net fees actually paid by the Client for the provision of Services during the 6 (six) months preceding the event giving rise to the claim.
6. Indirect Damages: In no event shall the Service Provider be liable for any indirect damages, lost profits, loss of data, loss of revenue, or business interruption of the Client.

§ 9. Confidentiality

1. Both Parties undertake to keep confidential all Confidential Information obtained in connection with the performance of the agreement.
2. Confidential Information includes, among others, the commercial terms of the agreement, financial data, know-how, trade secrets, and Client Content.

§ 10. Data Processing

1. To the extent that the Service Provider processes Personal Data on behalf of the Client to provide the Services, the Client acts as the Data Controller, and the Service Provider acts as the Data Processor.
2. The Parties hereby agree to conclude the Data Processing Agreement (DPA), which constitutes Appendix 1 to these Terms.
3. By accepting these Terms, the Client simultaneously accepts the provisions of the DPA. The DPA forms an integral part of the Terms.

§ 11. Duration and Termination

1. The agreement is concluded for an indefinite period and renews automatically for successive Billing Periods, unless terminated by either Party with notice (e.g., at the end of the current Billing Period).
2. The Service Provider has the right to terminate the agreement with immediate effect or suspend the Services in the event of a material breach of the Terms by the Client (e.g., non-payment, illegal activities).
3. Upon termination, the data retention and deletion procedures described in the DPA (Appendix 1, Section D) shall apply.

§ 12. Final Provisions

1. The Service Provider reserves the right to amend these Terms and the DPA. The Client will be notified of changes electronically (e-mail or via the Platform) at least 14 days in advance. The Client's failure to object within this period constitutes acceptance of the changes.
2. The governing law for this agreement shall be the law of Poland.
3. Any disputes arising from the agreement shall be settled by the court having jurisdiction over the Service Provider's headquarters (Krakow).

APPENDIX 1: DATA PROCESSING AGREEMENT (DPA)

The Data Processing Agreement is available as a separate document and forms an integral part of these Terms of Service.

View the complete Data Processing Agreement (DPA)