Chatsignals

Last Updated: April 15, 2025

1. Introduction

1.1. We are Chatsignals Ltd: a company incorporated under the laws of England and Wales with company number 15948861 and with registered office at 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom (referring to ourselves as "Chatsignals", "we", "us" and "our" in these Terms).

1.2. We offer an online platform: (the "Platform"), accessible via our website at www.chatsignals.io (as may be amended from time to time) (the "Website"), which provides an AI-powered service including the analysis of customer service conversations to generate quality scores and support insights, and associated features Chatsignals may introduce from time to time (each a "Service Element", and together the "Service").

1.3. These terms of service: (the "Terms"), our Privacy Policy and any other documents incorporated by reference in these Terms (together the "Agreement") apply to your access to and use of our Platform and Service. By signing up on our Platform and accessing the Service you agree to be bound by the terms of this Agreement.

1.4. We may update these Terms: from time to time for legal or regulatory reasons or to allow the proper operation of the Service. Any key updates will be notified to you via the email address provided when you signed up to our Platform and Service or via a notification on the Platform. Such updates will apply to the use of the Service after we have given such notice. If you disagree with any update we make, you have the ability to terminate this Agreement pursuant to Clause 9. You are advised to review the Terms periodically for any changes.

2. Definitions and Interpretation

2.1. Definitions: In these Terms the following definitions and rules of interpretation shall apply:

2.1.1. Analysis Data means the scores, insights, metrics, transcriptions (if applicable), and other data generated by Chatsignals through the processing of Conversation Data via the Service.
2.1.2. Authorised User means each individual user (such as employees, contractors, or agents of the Customer) to whom a Customer grants access to the Platform to utilise the Service and who has agreed to this Agreement.
2.1.3. Charges means the fees payable by the Customer for access to and use of the Service and Platform according to the selected Subscription Plan and any applicable Add-Ons, as detailed on the Website or Platform.
2.1.4. Conversation Data means the data provided or made available by the Customer to Chatsignals for processing via the Service, primarily consisting of conversation transcripts and related content.
2.1.5. Customer means the entity or person entering into this Agreement with Chatsignals as identified in the user details section of your Platform account. References to "you" or "your" primarily refer to the Customer, but also include Authorised Users where applicable.
2.1.6. Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in the Data Protection Act 2018); the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other relevant legislation and regulatory requirements.
2.1.7. Effective Date means the date on which the Customer signs up to access and use the Platform.
2.1.8. End Customer means the Customer's end customers or users whose conversations constitute the Conversation Data processed by the Service.
2.1.9. Intellectual Property means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.1.10. Platform means the online platform provided by Chatsignals via the Website, enabling access to the Service.
2.1.11. Privacy Policy means the Chatsignals Privacy Policy available at https://www.chatsignals.io/privacy-policy, as updated from time to time.
2.1.12. Service means the provision of access to and use of the Platform and the Service Elements selected by the Customer, as further described in Clause 3.
2.1.13. Service Element means a distinct feature or component of the Service (e.g., transcript analysis, metrics, custom analysis) that may be included in different Subscription Plans or offered as Add-Ons.
2.1.14. Subscription Plan means the specific plan (e.g., Basic, Pro) selected by the Customer, outlining the included Service Elements, usage limits, and applicable Charges.
2.1.15. Term has the meaning set out in Clause 9.

2.2. Interpretation: Clause headings are for convenience only and shall not affect interpretation. References to clauses are to clauses of these Terms. Words in the singular include the plural and vice versa. A reference to "writing" or "written" includes email. Any words following "including", "include", "in particular", "for example" or similar are illustrative and do not limit the sense of the preceding words. A reference to 'person' includes individuals, firms, companies, corporations, governments, states or agencies of a state, associations, trusts or partnerships (whether or not having separate legal personality). A reference to a statute or statutory provision includes it as amended or re-enacted and includes subordinate legislation.

3. The Service, Service Elements and Charges

3.1. Service Elements: Chatsignals offers various Service Elements as part of the Service that the Customer may choose based on their selected Subscription Plan (e.g., Basic, Pro) and any optional Add-Ons. Details of the Service Elements, usage limits, and features included in each Subscription Plan are available on the Website and/or Platform. Chatsignals may add, modify, or remove Service Elements from time to time at its discretion. For active subscriptions, Chatsignals will provide reasonable notice of any material reduction in core functionality.

3.2. Subscription Plans: Access to the Service requires an active Subscription Plan. The available plans (e.g., Basic, Pro) and their corresponding Charges are detailed on the Website/Platform.

3.3. Payment and Billing:

3.3.1. Subscription Fees: Customers will be billed in advance on a recurring basis (typically monthly, unless an annual option is selected and paid for) according to their chosen Subscription Plan. Payments are due at the start of each billing period.
3.3.2. Add-Ons: Charges for any optional Add-Ons (e.g., increased usage limits) will also be billed monthly in advance, typically alongside the main Subscription Plan fees.
3.3.3. Payment Method: Payments must be made via a valid payment method accepted by Chatsignals, as indicated on the Platform (e.g., credit/debit card). You authorize Chatsignals (and its third-party payment processor) to charge your designated payment method for all applicable Charges.

3.4. Varying Charges:

3.4.1. Non-Compliance: Chatsignals reserves the right to vary Charges or apply additional fees if the data or manner of use by the Customer does not comply with this Agreement or the requirements specified on the Platform (e.g., exceeding usage limits without purchasing Add-Ons).
3.4.2. Price Changes: Chatsignals may review and change the Charges for Subscription Plans and Add-Ons. We will provide Customers with at least 30 days' written notice before any price increase takes effect for their subscription. Such changes will apply from the start of the next billing period following the notice period. If you do not agree to a price change, you may terminate your Agreement before the change takes effect pursuant to Clause 9.

3.5. Cancellation and Downgrades: If you choose to cancel your Subscription Plan or downgrade to a lower tier (if available), any previously agreed-upon custom pricing or discounts specific to your prior plan may no longer apply. Charges will revert to the standard rates for the new/remaining plan unless otherwise agreed in writing by Chatsignals. Cancellation policies are further detailed in Clause 9.

4. Grant of Access and Licence to use the Platform

4.1. Account Creation: All users require an account to access the Platform and the Service. Account creation occurs when the Customer signs up via the Website/Platform. The initial user creating the account will be considered the account administrator.

4.2. Licence Grant: Subject to creating an account and adhering to this Agreement (including payment of applicable Charges), Chatsignals hereby grants the Customer a non-exclusive, non-sublicensable, non-transferable, revocable right for its Authorised Users to access and use the Platform and the specific Service Elements included in their active Subscription Plan, solely for the Customer's internal business purposes, subject to all terms and conditions of this Agreement.

4.3. Authorised Users: Where the Customer allows multiple Authorised Users, the Customer is responsible for managing user access and permissions via the Platform's administrative functions. The Customer shall ensure that all Authorised Users are aware of and comply with this Agreement. The Customer is responsible for all activities conducted under its account, including the actions of its Authorised Users, and shall be liable to Chatsignals for any breach of this Agreement by its Authorised Users.

4.4. Account Security: The Customer and its Authorised Users are responsible for maintaining the confidentiality of their login details (username, password). You must notify Chatsignals immediately at support@chatsignals.io of any unauthorised use of your account or any other suspected breach of security. Chatsignals cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

4.5. Prohibited Activities: You agree not to (and not to permit any Authorised User or third party to):

License, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Platform or Service available to any third party, other than Authorised Users for the Customer's internal business purposes as expressly permitted herein.
Use any automated tool (e.g., robot, spider) to access or use the Platform or Service, except for accessing any official API provided by Chatsignals.
Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or Service in any form or media or by any means, except as expressly permitted by this Agreement.
Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or Service, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties.
Access all or any part of the Service or Platform in order to build a product or service which competes with the Chatsignals Service.
Use the Service or Platform to provide services to third parties (unless operating as an authorised agent explicitly permitted under a separate agreement with Chatsignals).
Introduce or permit the introduction of any virus, malware, worms, Trojan horses, or other harmful code into the Platform or Service.
Attempt to obtain, or assist third parties in obtaining, unauthorised access to the Service or Platform or related systems or networks.
Use the Service in a manner that violates any applicable law or regulation, including Data Protection Legislation or laws relating to call recording and consent.

4.6. Platform Availability & Modifications:Chatsignals shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance (for which advance notice will be given where practicable) and unscheduled maintenance performed outside normal business hours (UK time) or required by emergency. Chatsignals may modify the features, functionality, or look and feel of the Platform and Service at any time, typically with the goal of improving the Service.

4.7. Errors: You acknowledge that complex software is never entirely free from errors. If you become aware of any error or incompleteness in the Platform or Service, please notify Chatsignals promptly. You agree not to take undue advantage of any such error.

4.8. Third-Party Links: The Platform may contain links to third-party websites or resources. Chatsignals provides these links only as a convenience and is not responsible for the content, products, or services on or available from those resources or links. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

4.9. API Usage (If Applicable): If Chatsignals grants you access to its API:

You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the API solely for the purpose of integrating the Service with your internal systems or authorised third-party applications, subject to any usage limits specified in your Subscription Plan or separate documentation provided by Chatsignals.
You must keep all API credentials confidential and secure. You are responsible for all activities that occur using your API credentials.
You agree not to use the API in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service. Usage must comply with all applicable laws and regulations.
Chatsignals reserves the right to monitor your API usage to ensure compliance with these Terms and to prevent abuse. Excessive usage beyond defined limits may result in additional Charges or suspension of API access.
Chatsignals may update or modify the API from time to time. While we aim for backward compatibility, we cannot guarantee it indefinitely and will provide notice of breaking changes where feasible.

5. Chatsignals' Responsibilities

5.1. Service Provision: Chatsignals shall provide the Service to the Customer during the Term in accordance with this Agreement.

5.2. Availability: Chatsignals shall use commercially reasonable efforts to maintain the availability of the Platform as described in Clause 4.6, but does not guarantee uninterrupted access.

5.3. Standard of Care: Chatsignals undertakes that the Service will be performed with reasonable skill and care.

5.4. Compliance: Chatsignals will comply with all applicable laws and regulations with respect to its activities under this Agreement, including Data Protection Legislation.

5.5. Third-Party Providers: Chatsignals uses various third-party providers to deliver the Service, including cloud infrastructure providers (e.g., AWS) and AI service providers (e.g., OpenAI, Anthropic, Cohere, Groq, OpenRouter) and potentially others as outlined in our Privacy Policy or sub-processor list. While Chatsignals selects these providers with care, we are not responsible for failures or delays caused solely by these third parties, provided we have acted with reasonable skill and care in managing the relationship.

5.6. Estimates: Any performance metrics, timelines, or delivery dates mentioned on the Website or Platform are estimates only. Time shall not be of the essence in the performance of the Service unless explicitly agreed otherwise in writing.

5.7. Remedy for Non-Conformance: The undertaking at Clause 5.3 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Chatsignals' instructions, or modification or alteration of the Service by any party other than Chatsignals or Chatsignals' duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Chatsignals will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 5.3.

6. Your Obligations

6.1. General Obligations: The Customer shall (and shall ensure its Authorised Users shall):

Provide Chatsignals with all necessary co-operation and access to such information as may be required by Chatsignals in order to provide the Service, including Conversation Data, security access information and configuration services (e.g., API keys for connecting to third-party platforms).
Ensure that its network and systems comply with the relevant specifications provided by Chatsignals from time to time, necessary to access the Service.
Be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Chatsignals' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Service. This includes, but is not limited to, ensuring it has obtained all necessary consents and provided all necessary notices required under Data Protection Legislation and any applicable call recording laws before providing Conversation Data to Chatsignals for processing.
Use the Service only for lawful purposes and ensure that any Conversation Data provided does not contain any material which is obscene, defamatory, discriminatory, or otherwise illegal or unlawful.
Obtain and maintain all necessary licences, consents, and permissions necessary for Chatsignals, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services.
Ensure that its Authorised Users use the Service and the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement.
Be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Conversation Data provided to Chatsignals. Chatsignals is not responsible for verifying the accuracy or legality of Conversation Data.

7. Payment Terms

7.1. Payment Obligation: The Customer shall pay the Charges to Chatsignals for the Subscription Plan and any Add-Ons in accordance with this Clause 7 and Clause 3.

7.2. Late Payment: If Chatsignals has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Chatsignals:

Chatsignals may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Service and Chatsignals shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.3. Non-Refundable Fees: All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable (except as may be expressly stated elsewhere in this Agreement).

7.4. Taxes: All Charges are exclusive of value added tax (VAT) or any other applicable sales tax, which shall be added to Chatsignals' invoice(s) at the appropriate rate. The Customer is responsible for payment of all such taxes associated with its purchases hereunder.

8. Intellectual Property

8.1. Chatsignals IP: Chatsignals and its licensors own all right, title, and interest, including all related Intellectual Property, in and to the Platform, the Service, the Analysis Data, and any underlying software, algorithms, models, or technology used to provide the Service. This Agreement does not grant the Customer any rights to Chatsignals' Intellectual Property except for the limited right to access and use the Service as expressly permitted herein. The 'Chatsignals' name, logos, and product names are trademarks of Chatsignals Ltd, and no right or license is granted to use them.

8.2. Customer IP: The Customer (or its licensors) owns all right, title, and interest, including all related Intellectual Property, in and to the Conversation Data provided by the Customer to the Service.

8.3. Licence to Process Data: The Customer hereby grants Chatsignals a worldwide, non-exclusive, royalty-free, sublicensable (solely to our sub-processors as necessary) licence during the Term to access, use, copy, process, store, transmit, and display the Conversation Data solely:

To provide, maintain, and update the Service for the Customer;
To generate Analysis Data for the Customer;
To prevent or address service, security, support, or technical issues;
As required by law or permitted by the Privacy Policy.

8.4. Licence for Service Improvement: The Customer further grants Chatsignals a worldwide, non-exclusive, royalty-free, perpetual, irrevocable licence to use anonymised and aggregated Conversation Data and Analysis Data (which does not identify the Customer, Authorised Users, or End Customers) to develop, improve, train, and enhance its AI models, algorithms, and the overall Service. Chatsignals will implement reasonable technical and organisational measures to ensure such data is appropriately anonymised before such use. If the Customer does not wish to grant this licence for service improvement, they may opt-out by contacting support@chatsignals.io.

8.5. Feedback: Chatsignals shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Platform and the Service any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its Authorised Users relating to the operation of the Service.

9. Term and Termination

9.1. Term: This Agreement commences on the Effective Date and continues for the initial subscription period specified in the Customer's chosen Subscription Plan (e.g., typically one month, unless an annual plan is chosen). The subscription shall automatically renew for successive periods equal to the initial period (the "Renewal Term"), unless either party gives the other written notice of non-renewal at least 14 days before the end of the then-current term. The Charges payable for any Renewal Term will be Chatsignals' then-current standard Charges for the applicable Subscription Plan, unless otherwise agreed.

9.2. Termination for Convenience: The Customer may terminate this Agreement and their Subscription Plan at any time via the Platform's account settings or by providing written notice tosupport@chatsignals.io. Such termination will take effect at the end of the then-current billing period (monthly or annual). No refunds will be provided for any unused portion of the Term.

9.3. Termination for Cause: Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

The other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment (note: service may be suspended earlier per Clause 7.2);
The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9.4. Consequences of Termination: On termination of this Agreement for any reason:

All licences granted under this Agreement shall immediately terminate, and the Customer shall immediately cease all use of the Service and Platform;
Any Charges owed to Chatsignals up to the effective date of termination shall become immediately due and payable;
If termination occurs mid-term due to Customer's breach or insolvency (Clause 9.3), any unpaid fees for the remainder of the then-current subscription term will also become immediately due and payable.
Chatsignals will delete or anonymise Customer's Conversation Data and Analysis Data within the timeframe specified in the Privacy Policy (currently 12 months for AI insights/logs, potentially sooner on request), unless legally required to retain it. Account Data may be retained longer as specified in the Privacy Policy.
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced. Clauses which expressly or by implication survive termination shall continue in full force and effect (including Clause 8 (Intellectual Property), Clause 10 (Allocation of Risk), Clause 11 (Data Protection), Clause 12 (General), and this Clause 9.4).

10. Allocation of Risk (Liability/Disclaimers/Indemnity)

10.1. Disclaimer of Warranties: Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. The Service and Platform are provided to the Customer on an "as is" and "as available" basis.

10.2. AI & Service Disclaimers: Chatsignals makes no representation or warranty regarding the reliability, accuracy, completeness, or suitability of the Service or any Analysis Data generated. You acknowledge that:

The use of the Service (including the Platform and Analysis Data) will not necessarily be secure, timely, uninterrupted or error-free.
The quality of the Service or Analysis Data may not meet your specific requirements or expectations. AI-powered analysis may be subject to limitations, inaccuracies, or potential biases inherent in the data or algorithms used.
Chatsignals is not responsible for any decisions, actions, or omissions taken by the Customer based on the use of the Service or Analysis Data. The Customer is solely responsible for reviewing and validating any insights or recommendations provided.
The servers making the Platform available may be subject to downtime or technical issues, and while Chatsignals uses reasonable security measures, they may not be free of viruses or other harmful components.

10.3. Exclusions of Liability: Nothing in this Agreement excludes the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law.

10.4. Exclusion of Indirect Loss: To the fullest extent permitted by law, Chatsignals shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

10.5. Limitation of Liability: Subject to Clauses 10.3 and 10.4, Chatsignals' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Charges paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

10.6. Customer Indemnity: The Customer shall defend, indemnify and hold harmless Chatsignals against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:

The Customer's use of the Service and Platform (including any use by its Authorised Users), provided that such use is not in accordance with this Agreement;
Any Conversation Data provided by the Customer, including any claim that the processing of such Conversation Data by Chatsignals in accordance with this Agreement infringes the rights of, or causes damage to, a third party (including breaches of Data Protection Legislation or intellectual property rights);
Any breach by the Customer or its Authorised Users of applicable laws or regulations (including Data Protection Legislation and call recording laws).

10.7. Entire Financial Liability: This Clause 10 sets out the entire financial liability of Chatsignals (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of this Agreement; (b) any use made by the Customer of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11. Data Protection

11.1. Compliance: Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. Further details on how Chatsignals processes personal data are set out in the Privacy Policy.

11.2. Roles: The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Chatsignals is the Processor of any personal data contained within Conversation Data. Chatsignals acts as a Controller for Customer account information and usage data necessary to manage the service relationship, as detailed in the Privacy Policy.

11.3. Customer Obligations: The Customer warrants that it has all necessary appropriate consents and notices in place to enable lawful transfer and processing of the personal data (including End Customer data within Conversation Data) to Chatsignals for the duration and purposes of this Agreement in accordance with Data Protection Legislation. The Customer shall ensure that its instructions for the processing of personal data shall comply with Data Protection Legislation.

11.4. Processor Obligations: Chatsignals shall, in relation to any personal data processed in connection with the performance of its obligations as a Processor under this Agreement:

Process that personal data only on the documented written instructions of the Customer (including as set out in this Agreement and the Privacy Policy) unless required to do otherwise by applicable law. Where required by law, Chatsignals shall notify the Customer before processing, unless the law prohibits such notification.
Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage, appropriate to the harm that might result and the nature of the data, having regard to the state of technological development and the cost of implementation.
Ensure that personnel authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, taking into account the nature of processing and the information available to Chatsignals.
Notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer's personal data processed under this Agreement.
At the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by applicable law to store the personal data (subject to the retention periods in the Privacy Policy).
Maintain records and information reasonably necessary to demonstrate its compliance with this Clause 11 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer (subject to reasonable notice and confidentiality obligations).
Not transfer any personal data outside the UK or European Economic Area (EEA) unless appropriate safeguards are in place in accordance with Data Protection Legislation (such as Standard Contractual Clauses or adequacy decisions), as further detailed in the Privacy Policy.

11.5. Sub-processors: The Customer consents to Chatsignals appointing third-party processors (sub-processors) of personal data under this Agreement. Chatsignals confirms that it has entered or will enter into written agreements with sub-processors incorporating terms substantially similar to those set out in this Clause 11. Chatsignals shall remain fully liable for all acts or omissions of any sub-processor appointed by it. A list of current sub-processors (including but not limited to AWS, OpenAI, OpenRouter, Cohere, Anthropic, Groq, AWS SES, Google Analytics, and potentially payment processors and customer support platforms) is available within our Privacy Policy or upon request. Chatsignals shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, thereby giving the Customer the opportunity to object to such changes.

12. General

12.1. Confidentiality:

"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes the terms of this Agreement, Customer Data, business and marketing plans, technology and technical information, product plans and designs, and business processes. It does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party agrees to: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
This Clause 12.1 shall survive termination of this Agreement.

12.2. Assignment & Sub-contracting:

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party's consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Notwithstanding the foregoing, Chatsignals may sub-contract its hosting, infrastructure, AI processing, and other obligations under this Agreement to third parties (sub-processors), as specified in Clause 11.5 and the Privacy Policy.

12.3. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by an event or circumstance beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labour or materials, or failure of public telecommunications networks ("Force Majeure Event"). The affected party shall notify the other party as soon as practicable and use reasonable endeavours to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for more than 30 days, the unaffected party may terminate this Agreement by giving written notice.

12.4. Entire Agreement: This Agreement (including the Privacy Policy and any documents incorporated by reference) constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.5. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Note that Chatsignals may update these Terms as per Clause 1.4.

12.6. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12.7. Notices: Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement (or such other address as may have been notified), or sent by email to the primary email address associated with the Customer's account (for notices to the Customer) or to legal@chatsignals.io(for notices to Chatsignals). A notice delivered by hand shall be deemed received when delivered. A correctly addressed notice sent by post shall be deemed received 48 hours after posting. A notice sent by email shall be deemed received at the time of transmission, provided no delivery failure notification is received. This clause does not apply to the service of any proceedings or other documents in any legal action.

12.8. Third Party Rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.9. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.10. Governing law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Chatsignals Ltd Terms of Service