1. About this Service Schedule
This Service Schedule only applies in respect of a Quotation that expressly provides for our supply of the Instant AI Service.
This Service Schedule must be read in conjunction with our Terms of Service and the other documents that comprise an Agreement.
In this Service Schedule, a reference to a clause is a reference to a clause in this Service Schedule, words in bold font in parentheses have the meanings given to them therein and words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service, unless the context indicates otherwise.
2. Implementation
To use the Instant AI Service, you may need to engage with us for implementation services.
You are responsible for ensuring that all Customer Software is installed, set up, configured, fit for purpose, in working order and available to us, and that all internet connections and network connections are complete and operational.
If applicable, you will notify us of the name and qualifications of the person appointed as your Project Coordinator upon request by us.
You must ensure that your Project Coordinator co-operates with our Implementation Coordinator and attends meetings scheduled by the Implementation Coordinator to advise and assist on all matters relating to the implementation of the Instant AI Service as requested by the Implementation Coordinator.
3. Change control
You may, by giving written notice to us at any time during the Term, request a change to the Instant AI Service.
We may prepare a fee estimate for any change that you request and you must inform us in writing whether or not you accept the requested change.
4. Software licence and rights
We hereby grant you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable licence to, in accordance with the Documentation for the Permitted Purpose:
install and use the Instant AI Service on each Merchant Website; and
access and use the Instant AI Service for generating and sending marketing communications to your Customers.
We hereby grant you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable right for each of your End Users to access and use the Instant AI Service, in accordance with the Agreement and the Documentation, as required for the Permitted Purpose.
We undertake to host or procure the hosting of the Instant AI Service in accordance with the SLA.
Notwithstanding any other provision of the Agreement, you have no right or licence to download or install the Instant AI Service on any computer or device.
Nothing in the Agreement gives you any rights to access any Source Code in the Instant AI Service.
You acknowledge and agree that:
the Instant AI Service uses AI to generate marketing communications content and templates based on your Brand Assets;
the outputs generated by the Instant AI Service are dependent on inputs provided by you and Brand Assets collected from your website; and
Instant retains all rights in the Instant AI Service and infrastructure.
5. Software Maintenance Releases and New Versions
We will provide you with access to all Maintenance Releases in respect of the Instant AI Service.
Any failure to promptly implement such Maintenance Releases may result in your Merchant Websites becoming incompatible with the Instant AI Service.
You agree and acknowledge that you are not entitled to receive, and that we are not obligated to supply, any New Versions of the Instant AI Service pursuant to this Agreement.
Any Maintenance Release and New Version of the Instant AI Service supplied by us to you shall constitute the Instant AI Service for the purposes of this Agreement.
6. Our Obligations
On and from the date the Instant AI Service is live, we will:
generate marketing communications content and campaigns for you using your Brand Assets and configurations;
transmit to the Instant AI Service the Customer Data specified in the Documentation in respect of each Customer that attends at each Merchant Website, materially in accordance with the Specifications and the Documentation; and
send marketing communications to your Customers on your behalf using your configured domain.
7. Merchant Obligations
You acknowledge and agree that:
you will provide Brand Assets lawfully and ensure you have all necessary rights and consents to share them with Instant;
while Instant uses reasonable efforts to ensure accuracy and relevance, you are responsible for and will review and approve all AI-generated content prior to sending, acknowledging that the Instant AI Service operates in an automated manner;
all marketing communications sent to any person via the Instant AI Service or otherwise, will at all times comply with all Applicable Laws and your brand guidelines;
you will at all times comply with all Applicable Laws, including Data Protection Laws;
your privacy policy will be prominently displayed on each Merchant Website (Your Privacy Policy) and will comply with all Data Protection Laws as required for us and our Third Party Providers to provide the Instant AI Service to you; and
notwithstanding any review or approval that we undertake or provide in respect of Your Privacy Policy, you are responsible for Your Privacy Policy.
You must indemnify us, our Personnel and Third Party Providers from and against all and any loss or damage that we may suffer or incur as a result of any breach of clause 7.1, except to the extent caused by our negligence, breach of an Agreement or failure to comply with Applicable Law.
You consent to the Instant AI Service sending marketing communications from your domain.
You will, during the Term::
operate and maintain the Merchant Website;
be responsible for providing maintenance and support in respect of any Merchant Website and for providing customer support (which includes support for customer deliveries and returns, refunds, account and personal details, fraud and security, and data protection), and backing up each Merchant Website;
designate (and replace if required) one of your Personnel to serve as your primary contact with respect to this Agreement (the “Merchant Representative”);
require that the Merchant Representative respond promptly to any reasonable requests from us for instructions, information, or approvals required by us to provide the Instant AI Service;
notify us giving reasonable advance notice of any planned updates or unavailability of any Merchant Website; and
not impose or collect any fee of any kind, including any fee from any of your customers for use of the Instant AI Service.
8. Updates to Your Privacy Policy
You warrant and represent that during the Term, you will make all necessary notifications required by Applicable Law, which will include via Your Privacy Policy the following (or alternative, materially similar) wording: ‘We use Instant to help us understand how our customers use our site, and use this information to retarget for marketing purposes. We also use Instant to send personalised marketing communications on our behalf. You can read more about how Instant uses your Personal Information here: https://www.instant.one/privacy-policy. You can opt-out by contacting help@instant.one’
9. Customer Data Licence
We hereby grant you, your End Users and your Personnel a non-exclusive, non-transferable licence to access and use the Customer Data made available to you by us via the Instant AI Service for the Permitted Purpose in accordance with Your Privacy Policy, the Agreement and all Applicable Laws.
10. Brand Assets Licence
You grant Instant a limited, non-exclusive, revocable licence to use your Brand Assets solely for the purpose of operating the Instant AI Service.
11. Support and Maintenance
During the Term, we will provide support and maintenance services in respect of the Instant AI Service in accordance with the SLA.
12. Interpretation
In this Service Schedule, the following terms have the following meanings:
Brand Assets means your logos, trademarks, images, colors, and other branding materials used to generate marketing communications content.
Customer means a person that we then hold sufficient Customer Data about, in order for us to be able to provide you with the Instant AI Service in respect of that person.Customer Software means any software that is not the Instant AI Service.
Implementation Coordinator means the person who we nominate as our implementation coordinator for the purposes of the implementation of the Instant AI Service
Instant AI Service means the Instant AI service provided by us to you under this Agreement and any updates and/or upgrades to it.
Maintenance Release means a release of the Instant AI Service that corrects faults, adds functionality or otherwise upgrades the Instant AI Service, but which does not constitute a New Version.
New Version means any version of the Instant AI Service which from time to time is marketed by us as a new version of the Instant AI Service.
Price means the price for the provision of the Instant AI Service, set out in a relevant Quotation.
Project Coordinator means the person who you nominate as your project coordinator for the purposes of the implementation of the Instant AI Service.
SLA means any service level agreement provided with this Service Schedule.