Terms of Service

About these terms

TopReply is provided by Valmark Ltd, a company registered in Cyprus under registration number HE 477569, VAT number CY60190116G, with its registered office at Archiepiskopou Makariou III, 34, Hadjiyianni Building, 2nd floor, Office 203, 3065 Limassol, Cyprus ("TopReply", "we", "us").

These Terms of Service ("Terms") apply when you visit topreply.io, create an account or use any part of the TopReply service, including the dashboard, the chat widget, the live chat inbox and the API (together, the "Service"). By creating an account, starting a trial or using the Service, you agree to these Terms. Our Privacy Policy and Refund Policy form part of them.

If you accept these Terms on behalf of a company or other organisation, you confirm that you are authorised to bind it, and "you" means that organisation. If you have signed an order form or separate agreement with us, it takes priority over these Terms where the two conflict.

Definitions

• Customer or you: the person or organisation that holds the TopReply account.
• Business customer: a customer who uses the Service for purposes related to their trade, business, craft or profession, including any customer who provides a VAT number.
• Consumer: an individual who uses the Service for purposes outside their trade, business, craft or profession.
• Members: the people you invite to your organisation in TopReply, with the roles owner, admin, agent or viewer.
• Chatbot: an AI agent you set up in TopReply and place on your website with the chat widget.
• Visitors: the people who use your chatbot on your website.
• Customer Content: everything you or your Members add to the Service, such as website pages, files, snippets, custom answers, instructions and settings.
• Visitor Data: conversations, lead form answers and other information that Visitors share through your chatbot.
• Output: answers and other content that the Service generates with AI.
• Billable conversation: a conversation in which the AI agent sends at least one reply.

Your account

You must be at least 18 years old and able to enter into a binding contract to use the Service. Give us accurate information when you sign up and keep it up to date, including your billing details.

You can sign up with an email address and password or with a Google or Apple account. Keep your login details secret and use a strong password. You are responsible for everything done through your account, including by your Members, and for choosing which roles and access they get. Tell us right away at [email protected] if you think someone has accessed your account without permission.

Free trial

Some plans include a free trial, currently 7 days on Starter and Growth. You can have one free trial per customer. If you provided a payment method, your paid subscription starts automatically when the trial ends, unless you cancel before then. We will show the price and billing period before you start. We may change or end free trials for new sign-ups at any time.

Plans, usage and limits

Each plan includes the features and limits described on our pricing page or in your order form at the time you subscribe, including the number of chatbots and billable conversations per billing period.

• Unused billable conversations do not roll over to the next billing period.
• On Starter and Growth, new AI replies pause when you reach your limit, until the next billing period starts or you upgrade. Your team can still reply in the live chat inbox.
• On Plus and Premium, usage above your included quota is billed at the rates in your plan or order form.
• Conversations handled only by people on your team are not billable.

We may set reasonable technical limits, such as rate limits, file sizes and the number of pages we crawl, to keep the Service stable and secure for everyone.

Fees, billing and taxes

Subscriptions are billed in advance, monthly or annually, and renew automatically for the same period until you cancel. Usage above your quota is billed in arrears. Payments are processed by our payment provider. We do not store your full card details.

Prices on our website are shown in US dollars and exclude VAT and other taxes unless stated otherwise. Applicable taxes are calculated at checkout based on your location and tax status, and the total price including taxes is shown before you pay. Business customers in the EU who provide a valid VAT number may be invoiced under the reverse charge mechanism.

If you pay by invoice, payment is due within 14 days of the invoice date unless your order form says otherwise. If a payment fails or is overdue, we will notify you and may retry the payment. If it is still unpaid 14 days after our notice, we may suspend the Service until the amount is paid.

We may change our prices. Price changes take effect at the start of your next billing period, and we will tell you at least 30 days in advance. If you do not agree to the new price, you can cancel before it takes effect.

Upgrades, downgrades and cancellation

• Upgrades take effect immediately. We charge the difference for the rest of the current billing period.
• Downgrades take effect at the start of your next billing period. Make sure your use fits the new plan, for example the number of chatbots, or we may disable features that are not included.
• Cancellation: you can cancel at any time from your account or by emailing us. Your subscription stays active until the end of the period you have paid for and is not renewed after that.

Payments are non-refundable except as described in our Refund Policy. If you are a consumer, you have a statutory right of withdrawal, which is also explained there.

Your content and your visitors' data

You keep all rights to your Customer Content and Visitor Data. You give us a limited, non-exclusive licence to host, copy, process, index and display them only as needed to provide, secure and support the Service for you. This licence ends when the content is deleted from the Service.

We do not use your Customer Content or Visitor Data to train AI models. We do not sell it, and we do not use it for any purpose other than running the Service for you, unless you instruct us to or the law requires it.

You are responsible for your Customer Content and confirm that:

• you have the rights needed to add it to TopReply, including the right to let us crawl the websites you add;
• it does not break the law or infringe anyone else's rights; and
• you do not add special category data (such as health data) or payment card details unless it is necessary and lawful for you to do so.

Data protection

For Visitor Data and other personal data in your chatbots, you are the controller and we are your processor under the EU General Data Protection Regulation (GDPR). We process that data only on your documented instructions, which are these Terms and your settings in the Service, and under our Data Processing Agreement. The Data Processing Agreement forms part of these Terms and you can request a signed copy at [email protected].

As the controller, you are responsible for:

• having a legal basis for collecting Visitor Data, for example through lead forms;
• telling Visitors in your own privacy notice that you use an AI chat service and how their data is handled;
• getting any consent your local law requires before the widget stores data on Visitors' devices; and
• handling Visitors' requests to exercise their data protection rights. We will help you where we reasonably can.

How we handle personal data for our own purposes, such as your account and billing details, is described in our Privacy Policy.

AI answers

The Service uses AI models to generate Output based on your Customer Content and instructions. AI can make mistakes. Output may be inaccurate, incomplete or out of date, even when your content is correct. You are responsible for:

• configuring your chatbot, checking its answers and keeping your content up to date;
• the answers your chatbot gives to Visitors, and any promises, offers or advice it gives in your name;
• making it clear to Visitors that they are talking to an AI, where the law requires this; and
• not using the Service as the only source for legal, medical, financial or safety-critical advice, or for decisions that have legal or similarly significant effects on people.

We do not guarantee that Output is correct or suitable for any purpose. Output generated for you belongs to you, to the extent the law allows, but similar Output may be generated for other customers.

Acceptable use

You must not use the Service, or let anyone else use it, to:

• break any law or regulation, or help anyone else do so;
• publish, store or send content that is unlawful, defamatory, hateful, harassing, sexually explicit, violent or that infringes intellectual property or privacy rights;
• send spam or unsolicited marketing, or collect personal data without a lawful basis;
• deceive or manipulate Visitors, impersonate another person or business, or hide that answers come from AI where the law requires disclosure;
• use bots, scripts, scrapers or other automated means to access the Service, create accounts, send messages to chatbots or generate conversations, except through our documented API within your plan;
• create artificial traffic or conversations, or try to get around usage limits, rate limits or billing;
• upload malware, probe, scan or test the security of the Service without our written permission, or interfere with its operation;
• copy, decompile or reverse engineer the Service, except where the law expressly allows it;
• access the Service to build a competing product, or resell or sublicense it without our written agreement;
• crawl or add content from websites you do not own or are not authorised to use; or
• use the Service in high-risk settings where a failure could lead to death, injury or serious harm, such as emergency services or medical diagnosis.

We may remove content or limit use that breaks these rules. We decide on a case-by-case basis and, where possible, tell you first.

Our intellectual property

The Service, including its software, design, documentation and the TopReply name and logo, belongs to us or our licensors. During your subscription we give you a limited, non-exclusive, non-transferable right to use the Service under these Terms. Unless your plan removes it, the widget shows "Powered by TopReply", and you must not hide or change it.

If you send us feedback or suggestions, we may use them freely without any obligation to you.

Availability, support and changes

We work to keep the Service available, secure and fast, but we do not guarantee that it will be uninterrupted or error-free. We may carry out maintenance, which we try to schedule outside busy hours and announce in advance when we can. Unless a separate service level agreement has been signed with you, no uptime or response time is guaranteed. We provide support by email, with priority support on the plans that include it.

We continuously improve the Service and may add, change or remove features. If we remove a core feature of your paid plan in a way that significantly affects you, we will tell you in advance, and you can cancel and receive a refund for the unused part of your current billing period.

The Service works together with your website and with services you choose to connect, such as Google or Apple sign-in. We are not responsible for those third-party services or for changes to them.

Suspension and termination

You can stop using the Service at any time and ask us to close your account. We may suspend or close your account, with notice where reasonable, if you materially break these Terms, if payment is overdue as described above, if your use puts the Service, other customers or the public at risk, or if the law requires it. If you are a consumer, we will only do so for a valid reason and will give you notice unless the situation is urgent.

When your account is closed, your access ends and we delete your Customer Content and Visitor Data within 30 days, as described in our Privacy Policy. If you want a copy of your data, save it or ask us for it before your account is closed. Sections that by their nature should continue, such as payment obligations, limitation of liability and governing law, survive termination.

Warranties

We will provide the Service with reasonable skill and care. Apart from that, and to the extent permitted by law, the Service is provided "as is" and "as available", and we give no other warranties, express or implied, including about merchantability, fitness for a particular purpose or non-infringement.

If you are a consumer, nothing in these Terms limits your statutory rights, including your right to a service that conforms to the contract and to remedies if it does not.

Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud, for gross negligence or wilful misconduct, or any other liability that cannot be limited by law.

Business customers

To the extent permitted by law:

• neither party is liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data, however it arises; and
• each party's total liability arising out of or in connection with these Terms is limited to the fees you paid us in the 12 months before the event that gave rise to the claim.

These limits do not apply to your payment obligations or to your obligations under the indemnity below.

Consumers

We are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill. We are not responsible for loss or damage that was not foreseeable. We do not provide the Service for business purposes to consumers, so we are not liable for any business losses.

Indemnity

If you are a business customer, you will defend and compensate us against claims, losses and reasonable costs, including legal fees, arising from your Customer Content, your collection and use of Visitor Data, the answers your chatbot gives on your behalf, or your breach of these Terms or the law.

General

• Changes to these Terms. We may update these Terms, for example when we change the Service or when the law changes. We will tell you about material changes by email or in the Service at least 30 days before they take effect. If you do not agree, you can cancel before the changes take effect. If you keep using the Service after that, the new Terms apply.
• Events outside our control. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages at internet or hosting providers, natural disasters or acts of government.
• Transfer. You may not transfer your account or these Terms without our written consent. We may transfer them to a company that takes over all or part of our business, as long as your rights are not reduced.
• Notices. We send notices to the email address on your account. You can send notices to [email protected].
• Entire agreement. These Terms, together with the policies they refer to and any order form, are the whole agreement between us about the Service.
• Severability and waiver. If a court finds part of these Terms invalid, the rest stays in force. If we do not enforce a right straight away, we can still enforce it later.
• Language. These Terms are written in English. If we provide a translation, the English version applies in case of conflict, unless the law says otherwise.

Governing law and disputes

These Terms are governed by the laws of the Republic of Cyprus. The courts of Limassol, Cyprus, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

If you are a consumer, you also benefit from any mandatory consumer protection rules of the country where you live, and you may bring a claim in the courts of that country. Before going to court, please contact us so we can try to resolve the problem together.

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