Terms of Sale

These terms of sale govern the financial terms of the Botgram service, supplied by Clemzoo LLC (the "Publisher"), identified in the legal notice.

They supplement the terms of use, which govern use of the service. Where the two conflict on a financial matter, these terms prevail.

The service is sold exclusively to professionals acting in the course of their business. The Customer represents that they are subscribing for business purposes and have authority to bind the entity on whose behalf they subscribe.

The service has no public price list. Each project is assessed, quoted and supported individually.

The applicable prices are those communicated to the Customer in writing (quotation, proposal or special conditions) and reflected in their account. Absent a separate written agreement, those prices govern.

Usage is measured in one of two ways, depending on how each agent is configured:

• per conversation: a single price is due for an entire conversation with a given contact, whatever the number of messages exchanged;
• per exchange: a price is due for each turn, that is, each time the agent replies.

The price is set when the conversation opens, or when the exchange starts, and does not change afterwards. A conversation already under way ends at the rate that applied to its first message.

Trials run in the simulator are never charged: they carry no price. The Customer may therefore test an agent as much as they wish before putting it into service.

The service runs on a prepaid balance, denominated in euros. The Customer funds their account, and usage is then drawn from that balance as it occurs. No invoice is issued in arrears and no automatic payment is set up.

There is no overdraft. A newly created account starts at zero and allows no chargeable exchange until it has been funded.

The balance is a right to use the service, not a deposit of money: it bears no interest, cannot be transferred to a third party and is not convertible into cash, subject to clause 11.

Top-ups are made outside the application, through the Customer's Botgram contact. The service hosts no payment form and stores no banking details.

Accepted methods are bank transfer and, subject to prior agreement, payment in cryptocurrency. The balance is credited when funds are actually and finally received, not when payment is sent.

The Publisher may refuse or defer a top-up where the origin of the funds cannot be established, or where a legal obligation requires it.

A payment in cryptocurrency is irreversible: once the transaction is confirmed on the network it cannot be cancelled by the Publisher, the Customer or any third party.

• the amount credited is the euro equivalent determined on receipt of the funds, at the conversion terms applicable at that time;
• network and conversion fees are borne by the Customer and are deducted from the amount credited;
• any change in rate between sending and receipt is neither compensated nor claimed by either party;
• sending funds on a network or to an address other than those indicated by the Publisher may result in their permanent loss, without recourse.

The Customer warrants that the funds transferred are of lawful origin and belong to them. The Publisher keeps a record of payments received in order to meet its accounting and legal obligations.

The Customer monitors their balance and usage from their account. An alert warns them when the balance falls below a threshold they can set, €10 by default, by notification and, if they wish, by email.

When the balance reaches zero, the Customer's agents are automatically paused across all of their accounts: they stop replying until the account is topped up. This interruption is a consequence of the prepaid model, not an incident.

On top-up, only the agents paused for lack of balance are brought back: those the Customer had deliberately switched off stay off. The Publisher does not guarantee that interrupted conversations will resume, nor how contacts will react to an interruption.

Prices are exclusive of tax. The Publisher is not registered for value added tax and charges none. Any tax, withholding or levy due in the Customer's country in respect of the supply of the service remains their responsibility.

A Customer established in the European Union who acquires the service for business purposes accounts for value added tax under the reverse charge where applicable. It is for the Customer to verify their position with their adviser.

Each top-up gives rise to a receipt. Detailed usage (conversations, exchanges and the prices applied) remains available in the Customer's account.

Any dispute about a debit must be raised within thirty days of its appearance on the usage statement, failing which it is deemed accepted.

A consumed balance is not refundable: the corresponding service has been supplied.

An unconsumed balance remains usable while the account is active. It is not refundable, except where the Publisher terminates the contract in the absence of any breach by the Customer, in which case the remaining balance is returned.

No refund is due in the event of suspension or termination following a breach by the Customer, nor for an interruption attributable to Telegram or to a decision of the Customer.

The Publisher may change its prices. Any increase is notified to the Customer at least thirty days before it takes effect.

An increase has no effect on conversations already open, whose price was set when they started. A Customer who does not accept a new rate may stop using the service before it takes effect and request the return of their unconsumed balance.

The contract is entered into for an indefinite term, with no volume commitment. Either party may end it at any time, the Customer by ceasing to use the service and requesting closure of their account.

The Publisher may terminate in the event of a breach by the Customer of the terms of use, on the conditions set out there.

Any complaint should be sent to contact@botgram.app. The parties will first seek an amicable solution.

Failing agreement, the dispute falls to the competent courts of the State in which the Publisher is registered, these terms being governed by the law of the State in which the company is registered (New Mexico, United States).