General Terms of Service

“Botello” means Botello Sàrl (UID CHE-337.160.438), 1442 Montagny-près-Yverdon, Switzerland. “Client” means any legal or professional entity subscribing to the Service, whether by signing an Order Form or by online subscription. “Order Form” means, where applicable, the signed contractual document defining the subscribed plan, price and term; absent one, those elements result from the plan selected and paid at online subscription. “Service” means the intelligent conversational assistant integrable on the Client's digital media, the associated administration console and any related functionality. “Client Content” means any data, content, knowledge base or information provided to the Service by the Client or its Authorised Users.

“GDPR”: Regulation (EU) 2016/679. “UK GDPR”: the UK equivalent. “FADP”: Swiss Federal Act on Data Protection of 25 September 2020. “AI Act”: Regulation (EU) 2024/1689 on artificial intelligence.

The Agreement defines the conditions under which Botello makes the Service available to the Client. It is an innominate sui generis contract under Swiss law, comprising principally elements of a lease (art. 253 et seq. Swiss CO — access to the Platform), a licence and a complex commercial services agreement. It is not a mandate (art. 394 et seq. Swiss CO) and creates no partnership, agency or employment relationship.

The Agreement is formed either by signature of the Order Form by both Parties, or, for an online subscription, by acceptance of these Terms (checkbox) and payment of the selected plan; in both cases that acceptance covers these Terms and their annexes. In case of contradiction, the order of priority is: the Order Form where one exists, the data-protection annexes, these Terms, then the Documentation.

The Service consists in the provision of an intelligent conversational assistant integrable on the Client's digital media and of an administration console (configuration, management, monitoring, analysis of conversations). The precise functionalities and limits are those of the subscribed plan, as described in the Order Form where applicable, in the plan description at online subscription, and in the Documentation.

Botello may evolve the Service at any time (technical, commercial, security or compliance reasons) without substantially degrading its essential functionalities without reasonable notice. On substantial degradation, the Client may terminate under Article 6.

The Client creates one or more accounts on the console, providing accurate, up-to-date information. It is responsible for the confidentiality of its credentials and those of its Authorised Users; any action from an account is deemed carried out by its holder. The Client informs Botello without delay of any unauthorised or suspicious use.

Prices are those of the subscribed plan, as stated in the Order Form where applicable or, absent one, as displayed and paid at online subscription, in the currency indicated at subscription, exclusive of taxes. Swiss VAT and any other applicable tax is added where relevant. As at the date hereof, Botello is not subject to Swiss VAT; invoices therefore do not include it, which may evolve with turnover.

Setup fees are invoiced on signature; the monthly subscription is invoiced in advance on the 1st of each month, payable within 30 days by bank transfer. Late payment entails, without prior formal notice, default interest of 5% p.a. (art. 104(1) Swiss CO). Beyond 30 days and after unsuccessful formal notice, Botello may suspend access after 7 days' notice; beyond 60 days, terminate for the Client's fault.

Botello may modify the subscription price on at least 60 days' written notice; a Client refusing the change may terminate without charge before it takes effect. In accordance with applicable law (in particular Regulation (EU) 2023/2854), Botello facilitates portability of the Client's data at the end of the contract in a structured, commonly used format.

The Agreement enters into force on signature of the Order Form or, for an online subscription, on activation of the Service after payment, and renews by tacit reconduction according to the periodicity of the subscribed plan. Unless otherwise stipulated: monthly offers — 30 days' written notice; annual offers — 60 days' notice before the end of the annual period. Either Party may terminate for cause on a substantial breach not remedied within 30 days of formal notice (notably persistent non-payment, serious breach of confidentiality or data protection, illicit use, proven insolvency).

On termination: the Client's right of use ends; access is interrupted within a reasonable period; the Client may request export of its Client Content within 30 days; Botello deletes it per Article 15.13 (subject to legal retention); sums due remain payable, advances for services not performed being refundable pro rata except on termination for the Client's fault.

The Platform, source code, algorithms, interfaces, proprietary models, Documentation, trademarks and logos remain the exclusive property of Botello or its licensors. Botello grants the Client, for the term and within the subscribed offer, a personal, non-exclusive, non-transferable, non-sublicensable right of use for professional purposes.

The Client shall not copy, modify, decompile or reverse-engineer the Platform (save mandatory law), circumvent protection measures, use the Service to develop a competing product or to train a third-party AI model, or sublet or make it available to third parties.

The Client retains full ownership of all Client Content (knowledge bases, conversations, captured contacts) and grants Botello, for the sole duration of the Agreement and within the strict measure necessary, a limited right of use. Client suggestions and feedback may be freely used by Botello to improve its Service.

The Client uses the Service in accordance with these Terms, the Documentation, applicable law and good practice. It shall not make any illicit use or use contrary to public order, disseminate defamatory, hateful, discriminatory, pornographic or violent content, send spam, transmit malicious code, attempt unauthorised access, process special-category data (art. 15.14) without prior written agreement, or use the Service in regulated sectors lacking the required certifications.

The Client provides appropriate information to Visitors (compliant privacy policy, mention of Botello's processor role, required consents) and remains responsible for the lawfulness of processing vis-à-vis Visitors. It provides Botello, within reasonable time, with the necessary information and access.

Each Party treats as strictly confidential all non-public information transmitted by the other, for the term of the Agreement and five (5) years thereafter. Excluded: information that is/becomes public without fault, was already known, was legitimately obtained from an unbound third party, or whose disclosure is legally required.

Botello undertakes a monthly availability rate of at least 99.0%, excluding planned maintenance (max 4h/month, 48h notice), force majeure, non-compliant use, acts of the Client or Visitors, and third-party failures (ISPs, cloud). Email support during Swiss business hours (Mon-Fri 09:00-18:00 CET). Targets: P1 critical — 4 business hours; P2 major — 1 business day; P3/P4 — 3 business days.

On failure to meet the rate, on written request within 30 days: availability ≥95% and <99% → 10% credit; ≥90% and <95% → 25%; <90% → 50% and right of immediate termination. Credits are capped at 100% of the relevant monthly amount and are the sole remedy for availability failures.

Botello provides the Service with the diligence expected of a professional. Subject to mandatory law, the Service is provided “as is” and “as available”. Botello does not warrant that it meets unagreed specific needs, is free of errors or interruptions, or that AI-generated responses are accurate, complete or relevant in all circumstances. Any implied or statutory warranty other than those expressly provided is excluded to the extent permitted by law.

Botello's total cumulative liability is limited to the amount actually paid by the Client during the 12 months preceding the triggering event. By exception, liability for breach of Article 15 (data protection) is capped at twice that amount.

To the extent permitted by law, Botello is not liable for indirect or consequential damages (loss of turnover, clientele, opportunity, data, image, profit). These limitations do not apply in case of wilful misconduct or gross negligence. Any claim must be notified in writing within 90 days of knowledge of the triggering event, on pain of forfeiture.

The Client indemnifies Botello against any third-party claim resulting from a breach of these Terms or applicable law, use not compliant with the Documentation, Client Content (illicit, infringing, defamatory), content generated in response to its configurations/prompts, or its failure to inform Visitors. Botello reciprocally indemnifies the Client against a third-party IP-infringement claim resulting from compliant use of the Platform.

The Service relies on generative AI models. The Client acknowledges that their probabilistic nature means responses may contain inaccuracies, outdated information, omissions or hallucinated content, regardless of the knowledge base. The Client is responsible for appropriate verifications, warnings and human-escalation mechanisms.

In accordance with art. 50 of the AI Act (applicable from 2 August 2026), the widget clearly and visibly indicates its artificial nature to the Visitor. The Client shall not suppress, hide or neutralise this indication. Botello does not use Client Content or conversations to train, retrain or improve AI models; third-party models are consumed in standard inference mode, with non-training options activated where they exist.

The Service is a limited-risk AI system (art. 50 AI Act) and does not fall within the high-risk categories of Annex III. In its compliant use, it does not produce solely automated decisions with legal or significant effects (art. 22 GDPR, art. 21 FADP).

Botello processes personal data in part as controller and in part as processor for the Client, in accordance with the FADP, GDPR and UK GDPR. This Article, supplemented by the Data Processing Agreement (DPA) and its annexes, constitutes the processing agreement within the meaning of art. 9 FADP, art. 28 GDPR and art. 28 UK GDPR. Detailed terms (instructions, security, sub-processors, international transfers, breach notification within 48h, data-subject rights, audits, deletion) are set out in the Privacy Policy and the DPA.

The Client authorises the use of the sub-processors listed in the DPA (general written authorisation, art. 28(2) GDPR), with at least 30 days' prior notice of any addition or replacement. Transfers outside Switzerland/EEA/UK rely on an adequacy decision, the Standard Contractual Clauses, the UK Addendum and the Swiss FDPIC Annex, or an applicable certification (Data Privacy Framework).

The Parties act independently. Neither is liable for a breach resulting from force majeure; if it persists beyond 60 consecutive days, either Party may terminate without indemnity. The Client may not assign the Agreement without Botello's written consent; Botello may assign it in a restructuring, merger or business transfer, subject to prior information and equivalent safeguards.

Botello may modify these Terms on at least 60 days' notice; a substantially adverse change opens a right of termination without charge. The invalidity of a clause does not affect the others. The contractual whole (the Order Form where one exists, these Terms, their annexes and the Documentation) expresses the entirety of the agreement. Botello undertakes to put in place, as its activity develops, insurance cover appropriate to its professional obligations. Botello may use the Client's name and logo as a commercial reference, the Client being able to request removal at any time.

These Terms and the Agreement are governed exclusively by Swiss law, excluding its conflict-of-laws rules and the Vienna Convention (CISG). Any dispute is within the exclusive jurisdiction of the ordinary courts of Lausanne, canton of Vaud, Switzerland, subject to appeal to the Swiss Federal Supreme Court. Before any judicial action, the Parties seek an amicable resolution in good faith within a reasonable time not exceeding 60 days.