These Terms and Conditions of Use of Conversational Commerce Solutions govern our and your rights and obligations when providing or using conversational commerce solutions and related services.

The definitions given in this clause apply to the following terminology used in these Terms: 

"Messaging channels" are the individual messaging channels enabled within our conversational commerce solutions (e.g. SMS, online chat, in-app chat, Facebook Messenger, Apple Messages for Business, Viber and WhatsApp ). 

"We", including "us", "our", "ours", shall refer to 2Mobile d.o.o., Verovškova ulica 55, 1000 Ljubljana, www.2mobile.si, e-mail address: info@2mobile.si, VAT ID: SI 82898286, registration number: 6125123000, share capital: EUR 7,500.00, number of entry in the Register of Companies: 2012/9360.

“Terms” shall mean these Terms and Conditions of Use of Conversational Commerce Solutions. These Terms are binding on you and your Conversational Commerce Solution users and form an integral part of our every offer and your every order of the Conversational Commerce Solution.

A "chatbot" is a tool developed with the help of artificial intelligence (AI) that enables automated communication between a customer and a virtual assistant.

"Conversational Commerce Solutions" are solutions for automated communication with your customers using chatbots across different messaging channels (SMS, Facebook Messenger, Apple Messages for Business, Viber and WhatsApp) or on your website, online store or mobile app. You can find out more about our conversational commerce solutions at www.2mobile.si.

"User" shall mean your internal user of the Conversational Commerce Solution. 

"Applicable laws" shall mean the laws in force in Slovenia at any time, as well as the directly applicable laws in force in the European Union. The applicable laws shall apply to all the relationships not governed or otherwise regulated by these Terms.

"You", including "your", "yours", shall refer to the subscribers of the conversational commerce solutions and related services. 

"Content" shall mean the content adapted for transmission via the Messaging channels, e.g. text content, logos, animations and other images, audio and video content.

Other terms used in these Terms shall have the meaning assigned to each term elsewhere in these Terms. 

Where it stems from the context and meaning of a particular provision of the Terms,  the singular includes the plural and vice versa, the plural includes the singular.

The terms "including", "for example", "e.g.", "inter alia" and similar expressions are intended to provide examples and should in no way be construed as a limitation.

In all cases where these Terms refer to a specific law, the reference is to the latest amendment or modification of such law, or the law that replaced the previously applicable law, and all laws, by-laws and regulations that derive from or are subordinate to the law referred to in these Terms.

To access individual components of the Conversational Commerce Solution, registration and a user account are required. You can either have an individual user account created for you by us or by the provider of an individual part of the Conversational Commerce Solution (e.g. LivePerson), or you can create it yourself by following our instructions. 

You warrant that all the information you provide for the purpose of registration and creation of a user account is accurate, correct, complete and up to date. If we find or have reasonable grounds to suspect that the information is inaccurate, false, incomplete or outdated, we may reject your registration or terminate a specific user account and prevent further access to the Conversational Commerce Solution or any of its components.

You are solely responsible for all activities on and in connection with your user accounts and are obliged to protect your user accounts from unauthorized use.

4.1. Blocking user accounts 

If you become aware or suspect that your user account has been stolen or misused, you must notify us immediately by using the support system (https://support.2mobile.si) or by sending an email to our contact person (project manager) specified in the offer and requesting that the account be blocked. We will work to the best of our abilities to block the account and take other measures we deem necessary as soon as possible. Before blocking the account, we may require you to submit additional proof of its misuse or theft. Once we block the account, we will notify you at the email address you have provided to us to set up the Conversational Commerce Solution or to the email address of the contact person you have designated to communicate with us. 

If your account is blocked, we may restrict you from using the Conversational Commerce Solution. 

After your user account is blocked, we may send you instructions regarding the further procedure you need to follow (e.g. to create a new user account, reset your password). 

4.2. Forgotten password

If you have forgotten your password, select the "Forgot password" option on the login page and follow the instructions. You will need to enter your e-mail address and we will send you a one-time password. After entering the one-time password correctly, you will be able to create a new password for your user account.

Conversational commerce solutions are designed to be used by legal entities and entrepreneurs in the course of their business operations. 

You assure us that you will not, either by yourself or through third parties:

• use the Conversational Commerce Solution with an intent to violate or in a way that violates applicable laws or these Terms or for any unlawful, harmful or otherwise improper purpose;
• use the Conversational Commerce Solution to carry out any unlawful activity (e.g. drug or arms trafficking, distribution of adult content, prostitution, human trafficking); 
• use the Conversational Commerce Solution to send unauthorized or unsolicited promotional messages;
• sell, lease, rent, or otherwise distribute or make available the Conversational Commerce Solution to any third party;
• make the Conversational Commerce Solution available to third parties over a network where it could be accessed simultaneously by multiple devices owned or used by different people;
• bypass, disable or otherwise tamper with the security features of the Conversational Commerce Solution or features that prevent or block the use or reproduction of certain content or that implement certain restrictions on the use of the Conversational Commerce Solution;
• remove, alter or cover any markings or notices of intellectual property rights on and in connection with the Conversational Commerce Solution;
• extract individuals' contact details from the Conversational Commerce Solution for the purpose of sending promotional and transactional messages;
• send promotional or transactional messages in an unsupported or unofficial manner (e.g. Viber requires you to create a Business Messages account to send business messages, sending messages using the Viber service without a Business Messages account is not permitted); 
• use our logo and/or trademarks (e.g. 2Mobile) and the logos and/or trademarks of our contractual partners (e.g. LivePerson) without our prior written approval.

You may use the Conversational Commerce Solution exclusively for your business operations unless we agree otherwise in writing on a case-by-case basis.

You acknowledge and agree that in order to use individual messaging channels, you must also comply with the technical and other requirements of individual messaging channel providers (e.g. obtaining a virtual number) or accept the terms and conditions of the messaging channel provider, for example:

• Viber: https://www.viber.com/en/terms/
• WhatsApp: https://www.whatsapp.com/legal
• Facebook Messenger: https://www.facebook.com/policies_center
• Apple Messages for business: https://register.apple.com/tou/bca/latest/en

Individual messaging channel providers may set additional conditions for sending transactional and promotional messages, which you are obliged to accept and comply with (for example, a condition for sending promotional messages via WhatsApp is the prior approval of a template that you prepare and submit to WhatsApp for approval). 

To get more information about our Conversational Commerce Solutions, including a description of the plans, their price and payment terms, you can send us an enquiry through the online form or the chatbot available on our website, by emailing us at info@2mobile.si or by calling us at +386 40 122 700.

In order to use the Conversational Commerce Solution, you are obliged to pay the subscription fee and any other agreed payment obligations regularly and on time in accordance with our offer or our current price list. All sent messages will be billed in accordance with the current price list. 

The subscription payment is automatically renewed each time the 12-month subscription period is extended. If you do not wish to renew your subscription, you must notify us in due time in accordance with clause 18 of these Terms. 

As part of the Conversational Commerce Solution, we provide individual related services for our clients, such as setting up a chatbot, integration with different messaging channels, integration of the Conversational Commerce Solution with the client's back-office systems, custom development and technical support. All of these services are performed according to the terms and conditions of our offer and your order. 

You warrant to us that you will provide us with all the necessary information and documentation, technical conditions and level of cooperation that will allow us to perform the services within the agreed time and in compliance with the agreed terms. We shall not be liable for any delay in the provision of the services caused by reasons attributable to you or in the event of technical limitations or technical failures or if you request additional services or development, etc.

As part of the Conversational Commerce Solution, you can access the LivePerson interface that allows you to easily create chatbot conversation scripts, access your data and statistics and use other enabled functionalities as agreed in accordance with our offer and your order. Individual functionalities may be available to you for an additional fee in accordance with LivePerson's terms and conditions and the current price list.

LivePerson's system requirements are available at https://knowledge.liveperson.com/admin-settings-system-requirements.html/.

The right to use the LivePerson interface is non-exclusive, revocable, limited and non-transferable and is granted to you for your own business use only. You are not permitted to sub-license or transfer the right of use to third parties without our prior written permission.

To access the LivePerson interface, you need a chatbot license and as many additional licenses as you have users (for example, if you have 5 users, you need 6 licenses: 1 chatbot license + 5 user licenses). Only one user can use an individual license at a time. 

Your use of the LivePerson interface is subject to and further bound by the LivePerson Minimum Terms, which form an integral part of our offer and which you accept by ordering the Conversational Commerce Solution. You are obliged to comply fully with the LivePerson Minimum Terms and to bind your users to comply with them.

Some conversational commerce solutions (e.g. sports chatbots) may include an interface/platform for managing food and beverage orders that allows your customers to place and pay for their orders and allows you to receive and process customer orders, issue invoices, receive payments, and access order data and detailed order statistics. 

The right to use the ordering application and interface is non-exclusive, revocable, limited and non-transferable and is granted to you for your own business use only. You are not permitted to sub-license or transfer the right of use to third parties without our prior written permission.

You can use the Conversational Commerce Solution to enable your customers to pay your products and services (including food and beverage payments through the ordering interface/platform) using various payment methods. It is your obligation to provide your customers with all necessary payment-related information (including the price and any associated costs), including such information as is required under applicable laws. It is also your responsibility to provide us with your product/service offering and prices as well as any changes to them in a timely manner so that we can update the information in the chatbot accordingly. 

The default method for charging and receiving card payments is through a connection to the STRIPE payment processing platform. To connect to the STRIPE platform, you need your own STRIPE account (https://dashboard.stripe.com/register), which you verify and link to your company and your business bank account. Afterwards, you must provide us with the API keys we need to connect the Conversational Commerce Solution to your STRIPE account. Once the connection is established, you can use your STRIPE account to allow your customers to pay for your products and services and receive their payments. 

 We reserve the right to introduce other or additional payment processing solutions in the future (e.g. on a per-channel basis). 

If you use your own payment processing solution, we can integrate it with the Conversational Commerce Solution for an additional fee in accordance with our offer. To integrate your payment processing solution with the Conversational Commerce Solution, you must provide us with all the relevant documentation we need to carry out the integration. 

You are solely responsible for ensuring that you charge your customers in compliance with the applicable regulations and our liability is excluded in its entirety in this regard. Our liability for non-payment, incorrect payment or abuse of payments is also excluded in its entirety.

You are solely responsible for correctly invoicing your customers and you are also responsible for ensuring that the correct information is provided for tax purposes (e.g. value added tax) and for ensuring that your invoices comply with the applicable laws to which you are subject. 

It is your responsibility to pay all taxes and any other charges associated with payments received through the Conversational Commerce Solution. 

12.1. Technical requirements

You are obliged to provide, at your own expense, the technical requirements to setup, operate and use the Conversational Commerce Solution. The requirements may be published at www.2mobile.si or communicated to you in another suitable manner. 

In order to ensure the secure processing of personal and other data, you are responsible for ensuring adequate information security of your IT infrastructure, as well as suitable technical and organizational measures (such as access control to the LivePerson interface or the application/ordering interface). 

12.2. Customer communication and content

You are responsible for all communications with your customers and it is your responsibility to ensure that your communications with your customers, as well as the content of those communications (e.g. the chatbot content), comply with the applicable regulations. We don't accept any responsibility or liability for the content of any communications with your customers. 

With regard to the content that you post or otherwise make available or distribute through the Conversational Commerce Solution (including content created by third parties), you are obliged to ensure:

• the correctness, accuracy, reliability and relevance of the content;
• all rights necessary to publish the content (e.g. permissions and consents of the individuals to whom the content relates; intellectual property rights relating to the content);
• that the content complies with the technical requirements that we may publish on www.2mobile.si or otherwise communicate to you in an appropriate manner and that the content is technically suitable for publication or other processing;
• that the content is not in breach of these Terms;
• that the content does not violate the applicable laws; examples of content that violates the applicable regulations 

includes content that:

• is designated as unfair or deceptive based on consumer protection regulations to which you are bound;
• may put the safety or health of individuals or the general public at risk, may jeopardize national security, or may interfere with an investigation being conducted by the competent authorities;
• makes misrepresentations about a particular person;
• encourages the use of illicit drugs, breaks export regulations, relates to illegal gambling or arms trafficking or human trafficking or prostitution, or contains adult content or content involving the sexual abuse and sexual exploitation of children, including child pornography;
• is unlawful, objectionable, threatening, obscene, harassing, hateful, or racially or ethically offensive;
• instigates criminal offences, harm, or misconduct, or is in any other way unfair, inaccurate, inappropriate, harmful, or deceptive;
• incites terrorism;
• constitutes unauthorized commercial communications;
• contains contact information or other personal data of any third party, unless you have received an appropriate legal basis for the use of that data.

You alone are responsible for your content; we bear no responsibility for it and exclude all obligations and liability in connection with it. Although we are not obligated to review content, we reserve the right to remove content that, in our sole judgment, we deem to be in breach of these Terms or applicable law. Any distribution of unlawful content or content that may lead to a criminal offence will be reported to the competent authorities immediately.

You independently set the terms and conditions for interacting and communicating with your customers through the Conversational Commerce Solution, including, for example, the chatbot content, the terms and conditions for customer interactions with the chatbot, the terms and conditions for purchasing products and services, pricing and payment terms, and other relevant information relating to your products and services. You are responsible for informing your customers of your terms and conditions promptly and appropriately. Your customers have a contractual relationship exclusively with you.

You are also responsible for informing your customers about:

• the technical requirements they must meet to use the Conversational Commerce Solution;
• the fact that the customer is responsible for all content that they enter or publish using the Conversational Commerce Solution; 
• the fact that the customer is solely responsible for all their activities within the Conversational Commerce Solution;
• the fact that we or our partners and subcontractors own all intellectual property rights in and relating to the Conversational Commerce Solution;
• personal data processing in accordance with Articles 13 and 14 of the General Data Protection Regulation.

You are responsible for the actions of your customers and users as if they were your own.

12.3. Sending messages to customers

You exclusively manage the database of recipients to whom you send messages through a messaging channel that permits this (e.g. WhatsApp). You are responsible for the accuracy of the recipients' data and are obligated to ensure that you have a relevant legal basis for sending the messages. You are obligated to inform the recipients of how and where they can opt out of receiving messages in compliance with any applicable laws.

As a provider of the Conversational Commerce Solution, we will make every effort to ensure that the messages are delivered to the recipients; however, we are not liable for any delays or any other errors that may occur during the sending or delivery of the messages.

You are solely responsible for the content of your messages and for compliance with any conditions and requirements of the Messaging Channel provider, and we accept no liability in this regard. Additionally, you are responsible for ensuring that you have all the rights necessary to use, store, reproduce and send messages (e.g. recipients’ permissions and consents; intellectual property rights), and we exclude all liability in this regard.

12.4. Resolving claims

You are responsible for resolving any customer claims resulting from your communications with customers, the sale or purchase of products and services, payments for products and services, and in connection with anything else relating to your use of the Conversational Commerce Solution in relation to your customers. You are obligated to inform your customers in an appropriate manner about the claims handling process.

You can submit a specific customer request to our ticketing support system (https://support.2mobile.si) if it relates to technical issues with the use of the Conversational Commerce solution. We will make every effort to resolve your claim as quickly as possible and will inform you of its resolution. You are always responsible for your communication with your customers, and we do not assume any obligation or liability related to any communications with your customers.

While we will make every effort at all times to ensure that the Conversational Commerce Solution operates with as few interruptions as possible, we make no representations or warranties as to its operation. We will make every effort to resolve any issues with the Conversational Commerce solution as soon as possible. Different support plans are available to you. Your chosen support plan is specified in our offer and in your order. 

We offer technical support to our subscribers through our support system (support.2mobile.si), which you must register to use in accordance with our instructions. Technical support is available Monday to Friday from 9:00 a.m. to 5:00 p.m. Depending on the support plan you have chosen, technical support may include guidance on using the Conversational Commerce Solution and its functionalities, assistance in troubleshooting the Conversational Commerce Solution and fixing issues or errors in the Conversational Commerce Solution.

14.1. Terms and conditions for processing personal data

Terminology used in these Terms with regard to the processing of personal data shall have the same meaning as in the General Data Protection Regulation - Regulation (EU) 2016/679.

For the purposes of the provisions of the General Data Protection Regulation, you are considered to be the controller of personal data and we act as a personal data processor. You are solely responsible for informing individuals about the processing of personal data, as required by Articles 13 and 14 of the GDPR.

These Terms shall be deemed to be a written agreement between us and you containing the provisions referred to in Article 28 of the General Data Protection Regulation. 

In the context of the Conversational Commerce Solution, we may process for you the types of personal data that you specify or choose, such as the following: name and surname; address; e-mail address; telephone number; message content; and username and password.

The personal data referred to in the preceding paragraph relates to the following categories of individuals: your customers and your employees (users).

As a personal data processor we recognize that we are not permitted to transfer personal data to a controller or processor in a third country or international organization, to transfer personal data to a sub-processor in a third country or international organization, or to allow the processing of personal data by a processor in a third country or international organization without your explicit and documented instructions.

Unless otherwise required by applicable law, we will only process personal data in accordance with your explicit written instructions. Instructions that are not already included in these Terms must be provided to us in writing, typically electronically, at the email address of our contact person (project manager) provided in the offer, with the following reference: Data processing instructions. If we believe that your instructions violate data protection laws, we will let you know immediately.

The organizational, technical and logical-technical procedures and measures we implement to ensure the security of personal data are described at www.2mobile.si. 

All measures shall be implemented to ensure the continued confidentiality, integrity, availability of data (in the event of a physical or technical incident) and resilience of the systems for processing personal data. 

Where the nature of the processing so requires, we will assist you in complying with your obligations to respond to requests to exercise the data subject's rights, such as the provision of the information to be provided to the data subject, the right to erasure, the right to rectification, the right to restrict processing, the obligation to provide information in relation to the rectification or erasure of personal data or the restriction of processing, and the right to the portability of processing. As per your general or individual instruction, we will perform all obligations towards the individual directly in relation to the individual.

We will keep a record of the processing activities we carry out on your behalf, which will include: your name and contact details and the contact details of your data protection officer, if appointed; the types of processing carried out on your behalf; transfers of personal data to a third country or international organization, including the identification of that third country or international organization; and documentation of the relevant protection measures and a general description of the technical and organizational security measures. You are obliged to provide us with the contact details of your Data Protection Officer, if you have appointed one.

If we become aware of a personal data breach, we will notify you in writing without undue delay and no later than 24 hours after becoming aware of the breach. The written notification must include:

• the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned and the types and approximate number of personal data records concerned; 
• the likely consequences of a personal data breach; 
• the measures that you should undertake or that we propose you take to address the personal data breach, as well as, where appropriate, measures to mitigate any adverse effects of the breach. 

Upon your request, we shall provide you with all the information that is reasonably required to verify that we have complied with our obligations under these Terms and to allow you to conduct compliance audits. You must give us at least 5 working days' notice of your request for information or a compliance audit. Compliance audits can only be carried out during our business hours and must not interfere unreasonably with our work process. The compliance audit is carried out at your own expense.

Subject to your prior consent, we may delegate certain tasks relating to the processing of your personal data to another processor (hereinafter: "sub-processor"). We will consider that you have given us your general written permission to appoint sub-processors on the basis of these Terms. We will inform you of any intended changes with regard to engaging additional sub-processors or their replacement. The current list of sub-processors is available at www.2mobile.si. 

Our employees and other individuals who carry out personal data processing work or tasks will protect all information of which they become aware in the course of performing those functions as a business secret (confidential). The obligation to keep personal data confidential shall continue to apply to such persons even after the termination of their employment after or the performance of the processing work or tasks has been concluded.

We may only disclose the data we process on your behalf to those persons who are directly involved in the performance of our contractual obligations and who have agreed to keep the data confidential or who have an appropriate legal obligation of confidentiality; data is only disclosed in accordance with a demonstrated need to access the data. Based on audits, the access to personal data will be terminated if it is no longer necessary, which means that personal data will no longer be accessible to such persons.

If you stop using the Conversational Commerce Solution, we will immediately stop processing the personal data you manage. Exceptionally, it may be processed only to complete the transactions that have already begun. If you discontinue using the Conversational Commerce Solution, we shall, unless you direct us otherwise, return your personal data to you upon request and destroy any copies of that data.

14.2. Protection of trade secrets

Both parties shall protect the other party's information which constitutes a trade secret with due care and diligence and shall not disclose it to any third party. Both parties shall also require all its subcontractors, employees, agents and other contractors to comply with the confidentiality requirement.

The Conversational Commerce Solution is provided for you to use on an "as-is” basis. We do not provide any warranty:

• that the Conversational Commerce Solution shall work seamlessly or without interruptions;
• that the Conversational Commerce Solution fits your needs or requirements;
• that the Conversational Commerce Solution works on any application and in combination with any hardware and software; 
• about the reliability and quality of the connection to the internet, or the reliability and quality of data transmission over the internet or any other communication channel;
• for any errors caused by your misuse of the Conversational Commerce Solution.

In the event of errors or interruptions in the operation of the Conversational Commerce Solution, we will work to the best of our abilities to restore operation or to rectify the fault in accordance with the agreed terms of support.

Our liability for damages for ordinary negligence is excluded in its entirety. We are also not liable for loss of profits, damage to reputation and goodwill and any other indirect damages.

We shall not be liable for damages resulting from failure to perform or delay in the performance of our obligations in the event of force majeure. Force majeure is any unexpected and insurmountable event beyond our influence or control, the occurrence or existence of which causes delay or failure to perform our obligations or damage. 

In all cases where our liability for damages cannot be excluded under applicable law, our liability for damages in relation to any one event is limited to an amount equal to 10% of the sum of the payments we have received from you with regard to your use of the Conversational Commerce Solution over the 12 months preceding the event.

We reserve the right to update the Conversational Commerce Solution or any component thereof (e.g. changes to the functionality and appearance, patches and enhancements to the Conversational Commerce Solution), all in accordance with our business judgment and business practices or the business judgment and business practices of the providers of the individual components of the Conversational Commerce Solution (e.g. LivePerson). We may notify you of major updates by email along with any instructions for use. Unless otherwise specified in a specific instance or unless the context of a specific provision and the circumstances of the case indicate otherwise, whenever the Conversational Commerce Solution is referred to in these Terms, the most recent version of the solution is meant.

You must notify us of the termination of your subscription to the Conversational Commerce Solution by sending an email at info@2mobile.si and by registered post with return receipt requested to our business address at least 120 days before the expiry of the current (annual) subscription period, otherwise your subscription to the Conversational Commerce Solution will be automatically renewed and billed for another 12 months.

We have the right to terminate your subscription by notifying you of the termination by registered post with a return receipt sent to your business address and by email sent to the email address of the contact person you have designated to communicate with us. If we terminate your subscription, it will terminate at the end of the subscription period for which the subscription fee has already been paid (notice period). 

We may terminate your access to the Conversational Solution and withdraw from the subscription at any time if you fail to pay the subscription fee or are in breach of any of your obligations set out in these Terms. We will notify you of the termination of your access by sending a notice by registered post with a return receipt sent to your business address and by email sent to the email address of the contact person you have designated to communicate with us. If we terminate your access to the Conversational Commerce Solution due to your breach, we shall not be obliged to refund any prepaid subscription fee for the terminated subscription period. 

We have the right to stop providing conversational commerce solutions to any of our subscribers at any time, for any reason. We will notify you in an appropriate manner and within an appropriate timeframe if we cease to provide the Conversational Commerce Solution. Our liability for damages in this respect is excluded in its entirety. 

The laws of the Republic of Slovenia shall govern the content of these Terms and our mutual rights and obligations under these Terms.

The Ljubljana court shall have territorial jurisdiction to settle disputes arising out of these Terms .

We have the right to transfer our individual rights and obligations under these Terms or the performance of these Terms or the provision of the Conversational Commerce Solution, in whole or in part, to a third party without your consent. We will notify you of the transfer by sending a notice by registered post sent to your business address and by email sent to the email address of the contact person you have designated to communicate with us.

These Terms, as well as the plans, the prices of the packages, the content and functionalities of the Conversational Commerce Solution, the payment terms and any other terms, conditions, instructions and content published at www.2mobile.si, may be amended at any time by posting the amended or new terms at www.2mobile.si/. The changes will enter into force on the date specified in the publication. If you use the Conversational Commerce Solution after the changes have entered into force, you will be deemed to have accepted and agreed to the changes. We may also notify you of a change by sending an email to the email address of the contact person you have designated to communicate with us.

These Terms apply from  06 January 2023.