Revision 2 effective: 10th November 2020
1 – Account Terms
You must complete all details required in the order form as part of the onboarding process.You are responsible for maintaining the privacy and security of your account. Stitch AI will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.Stitch AI may communicate with you via email regarding your account, system updates, or other issues related to your account.You are responsible for all content when creating your account.You may not use Stitch AI for any illegal or unauthorized purpose.Stitch AI may refuse service to anyone for any reason at any time.
2 – Payment and Access
Direct Debit, Standing Order and Credit Card are our accepted forms of payment.Unless otherwise stated, upon order, the first months service is due, along with any quoted set up fees upfront to proceed with the order. Should you upgrade or downgrade the number of licences required, you will be charged your new billing rate immediately for upgrades and at your next billing date for downgrades.The Stitch AI service is billed in advance in accordance with our pricing schedule and all monthly payments are non-refundable.There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of Stitch AI and payments made by you herein.
3 – Modifications to the Service and Fee
Stitch AI reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.Stitch AI reserves the right to change our monthly/annually fees upon 30 days notice from us. Fee changes will be notified by email to all our subscribers.Stitch AI reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.
4 – Cancellation and Termination
5 – Copyright and Ownership
Stitch AI or its suppliers own the intellectual property rights to any and all protectable components of the service, including but not limited to the name of the service, artwork and end-user interface elements contained within the service, and many of the individual features. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the service which Stitch AI or its suppliers own.Stitch AI claims no intellectual property rights over the content you upload or provide to the service.
6 – General Conditions
7 – Law
8 – Data Processing
This section is intended to satisfy the requirements of Article 28(3) of the GDPR and, prior to the date on which the GDPR takes effect, the requirements of Article 17(3) of the EU Data Protection Directive (95/46/EC).
Data Processing Statement
1.1 For the purposes of this section:
1.1.1. “Customer Personal Data” means the Personal Data described under appendix i of this section, in respect of which the Customer is the Controller;
1.1.2. “Data Protection Legislation” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and Directive 2002/58/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time;
1.1.3. “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; and
1.1.4. “Personal Data”, “Data Subject”, “Personal Data Breach”, “Process”, “Processor” and “Controller” will each have the meaning given to them in the GDPR.
1.2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
2. Processing of Customer Personal Data
2.1. For all non WhatsApp API based solutions, the parties acknowledge and agree that Customer is the Controller of Customer Personal Data and Stitch AI is the Processor of that data. Stitch AI will only Process Customer Personal Data as a Processor on behalf of and in accordance with the Customer’s prior written instructions and for no other purpose. Stitch AI is hereby instructed to Process Customer Personal Data to the extent necessary to enable Stitch AI to provide the Services in accordance with the Agreement.
2.2 For any WhatsApp solutions re-sold by Stitch, a separate document will be provided that covers the necessary requirements between yourselves and the WhatsApp ISV provider.
2.3. If Stitch AI cannot process Customer Personal Data in accordance with Customer’s instructions due to a legal requirement under any applicable European Union or Member State law, Stitch AI will (i) promptly notify the Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as the Customer issues new instructions with which Stitch AI is able to comply. If this provision is invoked, Stitch AI will not be liable to the Customer under the Agreement for failure to perform the Services until such time as the Customer issues new instructions. Stitch AI will immediately inform Customer if, in its opinion, an instruction from Customer infringes the Data Protection Legislation.
2.4 Each of the Customer and Stitch AI will comply with their respective obligations under the Data Protection Legislation. Customer shall ensure that Customer has informed its data subjects and obtained (or will obtain) all rights and consents (if required by the applicable Data Protection Legislation) to allow Stitch AI to Process Customer Personal Data to provide the Services in accordance with this Section and the Agreement.
2.5. In connection with the performance of the Agreement, Customer authorizes Stitch AI to transfer Customer Personal Data from the European Economic Area (“EEA”) to the United States. Stitch AI has certified to the EU-U.S. and Swiss-U.S. Privacy Shield frameworks as administered by the U.S. Department of Commerce and commits to comply with its obligations for the Customer Personal Data transferred under the Privacy Shield throughout the term of this section.
3.1. Stitch AI will ensure that any person whom Stitch AI authorizes to Process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.
4. Security Measures
4.1. Stitch AI will implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
4.2. Stitch AI will, at the Customer’s request and subject to the Customer paying all of Stitch AI’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance as necessary for the fulfilment of the Customer’s obligation to keep Customer Personal Data secure.
5.1. Customer authorizes Stitch AI to appoint sub-Processors to perform specific services on Stitch AI’s behalf which may require such sub-Processors to Process Customer Personal Data. If Stitch AI engages a sub-Processor to Process any Customer Personal Data, it will:
inform Customer of any intended changes concerning the addition or replacement of such sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within thirty (30) calendar days after being notified. If the parties are unable to resolve such objection, either party may terminate the agreement by providing written notice to the other party; and
enter into a binding written agreement with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Stitch AI under this Addendum. Where any of its sub- Processors fails to fulfil its data protection obligations, Stitch AI will be liable to the Customer for the performance of its sub-Processors’ obligations.
6. Data Subject Rights
6.1. Stitch AI will, at the Customer’s request and subject to the Customer paying all of Stitch AI’s fees at prevailing rates, and all expenses, provide the Customer with assistance necessary for the fulfilment of the Customer’s obligation to respond to requests for the exercise of Data Subjects’ rights. Stitch AI shall not respond to such requests without Customer’s prior written consent and written instructions. Customer shall be solely responsible for responding to such requests.
7. Personal Data Breaches
7.1. Stitch AI will notify the Customer as soon as practicable after it becomes aware of any of any Personal Data Breach affecting any Customer Personal Data. At the Customer’s request and subject to the Customer paying all of Stitch AI’s fees at prevailing rates, and all expenses, Stitch AI will promptly provide the Customer with all reasonable assistance necessary to enable the Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the GDPR. Customer is solely responsible for complying with data incident notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any data incidents.
8. Data Protection Impact Assessment; Prior Consultation
8.1. Stitch AI will, at the Customer’s request and subject to the Customer paying all of Stitch AI’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance to facilitate:
conduction of data protection impact assessments if the Customer is required to do so under the GDPR; and
consultation with data protection authorities, if the Customer is required to engage in consultation under the GDPR,in each case solely to the extent that such assistance is necessary and relates to the Processing by Stitch AI of the Customer Personal Data, taking into account the nature of the Processing and the information available to Stitch AI.
9. Deletion of Customer Personal Data
9.1. Stitch AI will return or delete, at Customer’s choice, Customer Personal Data to the Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless the applicable European Union or member state law requires storage of the data.
10.1. Stitch AI will, at Customer’s request and subject to the Customer paying all of Stitch AI’s fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to demonstrate compliance with its obligations under the GDPR, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, to the extent that such information is within Stitch AI’s control and Stitch AI is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year.
11.1. Each party’s liability towards the other party under or in connection with this Addendum will be limited in accordance with the provisions of the Agreement.
11.2. The Customer acknowledges that Stitch AI is reliant on the Customer for direction as to the extent to which Stitch AI is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently Stitch AI will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by Stitch AI, to the extent that such action or omission resulted directly from the Customer’s instructions or from Customer’s failure to comply with its obligations under the applicable data protection law.
12. General Provisions
12.1. With regard to the subject matter of this section, in the event of inconsistencies between the provisions of this section and the Agreement, the provisions of this section shall prevail (except with WhatsApp messaging services, whereby customer-to-ISV provider will prevail).
Appendix i – Details of the Processing Activities
Categories of Data Subjects:
Prospects and customers of the Customer;
Customer’s Users authorized by Customer to use the Services;
Employees or contact persons of Customer’s prospects, customers, business partners and vendors; and
End users: individuals who interact with the Customer by way of the Stitch AI communication platform.
Type of Personal Data:
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion
Subject-Matter and Nature of the Processing:
The subject-matter of Processing of Customer Personal Data is the performance of the Services pursuant to the Agreement. Customer Personal Data will be stored by Stitch AI and subject to those Processing activities which are necessary for the performance of the Services pursuant to the Agreement.
Purpose of the Processing:
Customer Personal Data will be Processed by Stitch AI for purposes of providing the Services set out into the Agreement and any applicable statement of work.
Duration of the Processing:
Customer Personal Data will be Processed for the duration of the Agreement, subject to Section 9 of this section.