Customer Agreement for kobbi

The Service — the cloud service kobbi provided by the Supplier, an AI assistant that answers messages in the Customer channels (WhatsApp, Instagram DM and web chat) and that can look up catalogue, stock, order and return data.

Subscription — the plan chosen by the Customer under section 4.

AI reply — a reply that the Service generates using a language model and sends in a Customer channel. The AI reply is the unit in which the Customer quota is measured.

End customer — a natural person who writes to the kobbi assistant of the Customer.

Channel — WhatsApp, Instagram DM or web chat.

2.1 The Supplier provides the Service as a cloud service for remote access over the internet, in accordance with this Agreement.

2.2 The Supplier is responsible for operating, maintaining and further developing the Service.

2.3 The Supplier is entitled to develop and change the Service. Material changes that noticeably degrade a function the Customer uses are notified to the Customer in advance.

2.3.1 If such a change amounts to a material degradation for the Customer and the Supplier has not remedied it within thirty (30) days of the written notice of the Customer, the Customer may terminate the Agreement with effect from the day the degradation took effect and receive a refund of the part of the fee already paid that relates to the period after that day.

2.4 The Service is stored and operated on servers in Stockholm, Sweden. The processing of personal data is governed by the data processing agreement that forms Appendix B.

3.1 The Customer is responsible for ensuring that the product, stock, price, order and return data made available to the Service is correct and up to date.

3.2 The Customer is responsible for the login credentials of its users and for all use made with them.

3.3 The Customer may not

• a) sell, rent, sub-license or otherwise make the Service available to a third party outside its own business,
• b) attempt to access the source code of the Service by decompilation or otherwise,
• c) use the Service in breach of applicable law, or
• d) use the Service in breach of the terms that apply to each Channel, in particular the Meta Business Messaging Policy and the WhatsApp Business Messaging Policy.

3.4 The Customer is responsible for holding the permissions and consent required to contact its End customers in each Channel.

3.5 The Service is not intended for special categories of personal data under Article 9 of the General Data Protection Regulation. The Service never asks for a personal identity number.

4.1 The following subscriptions are offered. All prices are stated in Swedish kronor (SEK) and exclude VAT.

4.2 Excess AI replies (overage). For the Start and Växa plans the Service is not interrupted when the monthly quota is used up. Each AI reply beyond the quota is charged at 2,50 kr and invoiced in arrears.

4.3 The Gratis plan has no overage. When the quota is used up the AI reply is replaced by a fixed message without a language model until a new quota period begins.

4.4 Quota for catalogue processing. The Service performs AI processing of the catalogue of the Customer (embedding and image interpretation). The following quotas apply per month: Gratis 500, Start 5 000, Växa 40 000 operations. For Start and Växa an exceeded quota does not stop the processing; the Customer is notified.

4.5 The Supplier is entitled to change the prices. A price change is notified to the Customer in writing at least sixty (60) days in advance and takes effect at the start of the first Subscription period that begins after that period has expired.

4.6 If the Customer does not accept a price change, the Customer may terminate the Subscription so that it ends no later than the day the price change takes effect. The termination must reach the Supplier before that day. Until then the previous price applies.

5.1 The subscription fee is invoiced in advance for the chosen period. Overage under section 4.2 is invoiced in arrears.

5.2 Payment terms: thirty (30) days net from the invoice date. Where payment is made by card under section 5.3, the fee is charged at the start of the period and section 5.2 does not apply.

5.3 Payment is made by card through the payment service provider of the Supplier, Stripe. For a Customer invoiced under section 5.4, payment is made by bankgiro with an OCR reference.

5.4 The Supplier may, by agreement, offer invoice payment with the payment terms set out in section 5.2.

5.5 VAT (moms) is added in accordance with the rules in force from time to time. For a Customer in Sweden the standard rate applies. For a Customer that is a taxable person in another EU country and whose VAT number has been confirmed as valid in the VIES service of the European Commission, the reverse charge applies; the invoice then states the VAT numbers of both parties and the words "Omvänd betalningsskyldighet" (reverse charge).

5.6 For as long as the VAT number of the Customer has not been confirmed as valid in VIES, Swedish VAT is charged at the standard rate, even if the Customer is established in another EU country. No reverse charge invoice is issued in that situation. The Supplier contacts the Customer to complete the details.

5.6.1 Once the number has subsequently been confirmed as valid, the reverse charge applies from the next Subscription period. VAT charged for a period that, according to the confirmation, is covered by the reverse charge is credited to the Customer.

5.7 Late payment interest. In the event of late payment, late payment interest accrues under the Swedish Interest Act (räntelagen 1975:635). The Supplier is also entitled to a late payment compensation of 450 kronor under section 4 a of the Swedish Act on compensation for debt collection costs (lagen 1981:739 om ersättning för inkassokostnader m.m.).

5.8 If payment is not made despite a reminder, the Supplier is entitled to suspend the access of the Customer to the Service until payment has been made.

6.1 The Agreement applies from the day the Customer accepts it and takes out a Subscription.

6.2 The Subscription period is the payment period chosen by the Customer — one (1) month or twelve (12) months. The Subscription renews automatically for a new period of the same length unless it is terminated under section 6.3.

6.3.1 The Customer may terminate the Subscription at any time. Termination is made in writing to the support of the Supplier at support@kobbi.se and must reach the Supplier no later than seven (7) days before the end of the current Subscription period.

6.3.2 The Supplier confirms the termination in writing and states the day on which the Subscription ends.

6.3.3 The Service remains available until the end of the period and no new fee for a coming period is charged. A fee already paid for the current period is not refunded.

6.3.4 If a termination arrives later than stated in section 6.3.1, the Subscription ends at the end of the following Subscription period.

6.4 Either party may terminate the Agreement with immediate effect if the other party is in material breach of the Agreement and does not remedy the breach within thirty (30) days of a written demand.

6.5 On expiry of the Agreement the data of the Customer is deleted. Invoicing and accounting records are retained in accordance with Appendix B section 17.3.

7.1.1 The Service is an AI system. End customers are informed that they are interacting with an AI system, in accordance with Article 50 of Regulation (EU) 2024/1689 (the AI Act).

7.1.2 This information cannot be switched off, hidden or changed by the Customer. Nor may the Customer present the Service to its End customers as a human being.

7.1.3 The Supplier is responsible for the information being given in the replies of the Service. The Customer is responsible for not counteracting it, whether through settings, through its own text in the channel or in any other way.

7.1.4 The Customer uses the Service under its own business and is therefore a deployer within the meaning of Article 3(4) of the AI Act. The Customer is responsible for the obligations that the AI Act places on such a deployer. The obligation of the Supplier under Article 50(1) remains unchanged and cannot be transferred to the Customer.

7.2.1 The Service generates replies using a language model. The replies may be incorrect, incomplete or out of date. The Supplier does not guarantee that an individual AI reply is correct.

7.2.2 The Service retrieves product, price, stock, order and return data from the sources the Customer makes available. The Supplier is not responsible for that data being correct or up to date — that responsibility rests with the Customer under section 3.1.

7.2.3 The Customer is the sender towards its End customer. In the relationship between the Customer and the End customer, the Customer is responsible for the content of the messages sent from its channels, including AI replies.

7.2.4 The Customer shall ensure that an End customer can reach a human being at the Customer.

7.2.5 Allocation of responsibility for incorrect AI replies.

• a) Damage arising for the Customer or for an End customer of the Customer as a result of an incorrect AI reply is borne by the Customer, to the extent the error is due to data the Customer has made available to the Service or to the own settings of the Customer in the Service.
• b) Point a) does not apply to the extent the error is due to the Supplier being in breach of this Agreement, for example where the Service has used a value the Customer had updated but which the Service had not retrieved. In such a case the Supplier is liable within the limits of section 10.
• c) The Customer shall notify the Supplier as soon as possible after the Customer becomes aware of an incorrect AI reply that the Customer intends to rely on. The Supplier retains the record of individual AI calls for a limited time under Appendix B, Annex 1 section 6; a late notification may therefore mean that the record of the individual reply no longer exists with either party.
• d) The Customer shall not configure the Service so that it makes binding statements about price, stock level or delivery time without the value being retrieved from the own sources of the Customer.

8.1 The Customer retains all rights to its data. The Supplier may process it only in order to provide the Service under this Agreement and Appendix B.

8.2 The Supplier does not use Customer data to train, fine-tune or otherwise improve general AI models.

8.3 The Supplier retains all intellectual property rights in the Service. The Customer receives a non-exclusive, non-transferable right to use the Service during the term of the Agreement.

8.4 Each party shall keep the confidential information of the other party secret. The confidentiality undertaking survives the expiry of the Agreement.

8.5 The Supplier may name the Customer as a reference customer and use the company name and logo of the Customer in its marketing only after the written approval of the Customer. The Customer may withdraw an approval given; the Supplier shall then cease such use within thirty (30) days.

9.1 The Supplier aims for high availability but gives no guaranteed service level (SLA) in this Agreement.

9.2 Planned maintenance is announced in advance where possible.

9.3 Support is given in Swedish and English by e-mail to support@kobbi.se on weekdays other than public holidays between 09.00 and 17.00 (Swedish time). The Supplier aims to answer a support request no later than the next working day. No guaranteed response time is given in this Agreement.

10.1 Liability cap. The aggregate liability of a party under this Agreement is limited to an amount corresponding at most to the fixed fees the Customer has paid under the Agreement during the twelve (12) months immediately preceding the event that caused the damage. If the Agreement has at that point been in force for less than twelve months, the cap is calculated as the average fixed monthly fee multiplied by twelve (12).

10.2 Indirect damage. Neither party is liable for indirect damage, such as loss of profit, loss of turnover, loss of data, loss of savings, loss of reputation or goodwill.

10.3 Exceptions from the limitations. The limitations in sections 10.1 and 10.2 do not apply

• a) in the event of intent or gross negligence,
• b) in the event of a breach of the confidentiality undertaking in section 8.4,
• c) in the event of a breach by the Customer of section 3.3 (prohibited use) or section 8.3 (intellectual property),
• d) to the obligation of the Customer to pay fees under sections 4 and 5, or
• e) to the extent they are incompatible with mandatory law.

10.4 The limitations in this section 10 do not apply to late payment interest under section 5.7. A contractual term that relieves the Customer of the obligation to pay late payment interest is void under section 4 a of the Swedish Interest Act (räntelagen 1975:635).

10.5 Relationship to Appendix B. Sections 10.1 and 10.2 also apply to claims based on Appendix B (the data processing agreement), except for compensation payable directly to a data subject under Article 82 of the General Data Protection Regulation and for administrative fines under Article 83 of the same regulation. Section 14.4 of Appendix B is to be interpreted accordingly.

10.6 Undertaking of the Supplier. The Supplier shall at its own cost defend the Customer against third party claims based on an allegation that the contractual use of the Service by the Customer infringes a third party intellectual property right within the EU/EEA, and hold the Customer harmless for amounts the Customer is finally ordered to pay as a result of such a claim. The undertaking does not cover claims that arise because the Customer has used the Service in breach of the Agreement, modified the Service or combined it with anything other than what the Supplier has specified.

10.7 If a claim under section 10.6 is made, the Supplier may at its own cost choose either to obtain for the Customer the right to continue using the Service, to change the Service so that the infringement ceases without material loss of function, or to replace the affected part of the Service. If none of this is possible, the Supplier may terminate the Agreement and shall then refund fees relating to the time after termination.

10.8 Undertaking of the Customer. The Customer shall at its own cost defend the Supplier against third party claims based on

• a) the data of the Customer or the content the Customer makes available to the Service,
• b) the communication of the Customer with its End customers, including the question whether the Customer had the required consent under section 3.4,
• c) a breach by the Customer of the terms that apply to a Channel, in particular the Meta Business Messaging Policy and the WhatsApp Business Messaging Policy under section 3.3 d, or
• d) use of the Service by the Customer in breach of the Agreement or applicable law,

and hold the Supplier harmless for amounts the Supplier is finally ordered to pay as a result of such a claim. The liability cap in section 10.1 does not apply to the undertaking of the Customer under this section 10.8 c.

10.9 Conditions. The undertakings in sections 10.6 and 10.8 apply on condition that the party against whom the claim is directed notifies the other party in writing without undue delay, does not admit liability without the written approval of the other party, leaves it to the other party to conduct the proceedings and enter into a settlement, and assists in the defence to a reasonable extent.

11.1 Neither party is liable for a failure to perform its obligations where the failure is due to a circumstance outside the control of that party which the party could not reasonably have foreseen or avoided.

11.2 Force majeure also includes a Channel provider (Meta Platforms Ireland Ltd) suspending, limiting or materially changing access to a Channel.

11.3 The obligation to pay for a Service already delivered is not affected by force majeure.

12.1 The Supplier is entitled to change this Agreement. Changes are notified to the Customer in writing at least sixty (60) days before they take effect.

12.2 If a change is materially detrimental to the Customer, the Customer may terminate the Agreement with effect from the day the change takes effect. Such a termination must reach the Supplier within thirty (30) days of the notice under section 12.1 being given. The Customer is then entitled to a refund of the part of the fee already paid that relates to the time after termination.

12.3 Changes to the list of sub-processors are governed by Appendix B section 12.

13.1 The Customer may not assign the Agreement without the written approval of the Supplier.

13.2 The Supplier may engage subcontractors. Sub-processors that process personal data are listed in Appendix B, Annex 2.

13.3 If a provision of the Agreement is invalid, the remaining provisions continue to apply.

13.4 The following appendices form an integral part of the Agreement: Appendix A — price list and quotas (section 4), and Appendix B — the data processing agreement.

• Appendix B — Data Processing Agreement
• Privacy Policy

13.5 Order of precedence. In the event of a conflict between the documents, they apply in the following order:

• 1. Appendix B (the data processing agreement) — in matters concerning the processing of personal data,
• 2. this Agreement,
• 3. Appendix A (price list and quotas).

For matters that do not concern the processing of personal data, this Agreement takes precedence over Appendix B. Section 3.3 and section 14.4 of Appendix B and section 10.5 of this Agreement are applied in accordance with this order of precedence.

14.1 This Agreement is governed by Swedish law, excluding its conflict of law rules.

14.2 Disputes arising out of the Agreement shall be settled by a competent Swedish court.

15.1 The Customer accepts the Agreement in the Service. On acceptance the Supplier records which version of the Agreement was accepted, by which user and at what time.

15.2 This version is 1.3.

Velona AB, company reg. no. 559577-0453, Sisjöbäckens Väg 22 Lgh 1002, 436 38 Askim, Sweden. VAT number SE559577045301.