LastBot Master Services Agreement

2.1 Service Orders

Customer orders Services via a Service Order. A Service Order may be a signed order, an electronic order placed via LastBot Sites, or a recorded phone order confirmed by LastBot. This Agreement is incorporated by reference. If there is a conflict, the Service Order controls. Each Service Order auto-renews for successive periods equal to its Service Term unless terminated per §13 or the Service Order.

2.2 Provisioning Models

Services may be delivered by automated systems, by LastBot personnel or subcontractors, or both.

4.1 Limits

Services may include technical, commercial, or performance limits set out in the Service Specification or Service Order. LastBot may adjust limits to protect integrity and fair use. Certain Services have Hard Limits.

4.2 Inputs

Some Services require Customer inputs defined in the Service Specification or Service Order. Performance depends on input quality and external conditions.

4.3 Acceptable Use (summary)

Customer must not use the Services to:

• conduct illegal or harmful activities;
• abuse or disrupt networks, spam, phishing, or malware;
• bypass safety or security controls;
• generate unlawful hate, harassment, or incitement;
• impersonate others or mislead recipients;
• make automated decisions affecting rights without oversight; or
• train models using the Services.

The full AUP appears in Annex A.

4.4 No Professional Advice

Content is informational only and not professional advice.

5.1 Activation and Provisioning

Customer pays Activation Fees and any Resource Deposit stated in the initial Service Order. Provisioning begins after receipt. Unused Resource Deposits are returned after termination of the related Service Order, less undisputed amounts due.

5.2 Charging and Invoicing

Unless the Service Order states otherwise, Service Fees are billed in advance and Resource fees in arrears, monthly. If fees rely on Customer-reported figures, Customer must report accurately within seven (7) days after each monthly period.

5.3 Audit Protocol for Usage-Reported Fees

Applies only where explicitly stated in the Service Order for performance-based Services in which Customer alone holds or generates the data that determines the basis for fees. In such cases, LastBot may audit usage-reported fees before or after termination. Before starting, LastBot must send written notice specifying: (a) scope; (b) look-back period; (c) methodology; (d) data requested; (e) proposed dates; and (f) a named contact. The parties will schedule the audit within ten (10) business days of notice. Customer will provide reasonable cooperation. If a material underpayment is found, Customer pays the shortfall plus reasonable audit costs.

5.4 No Refunds

Activation Fees and prepaid Service Fees are non-refundable, including after early termination of a Service Order.

5.5 Payment and Credit

Default payment is electronic prepayment via LastBot Sites. Taxes and surcharges apply. Organizational Customers may be invoiced subject to LastBot's credit approval; invoices are Due Net 30. Late amounts may accrue interest at 1.5% per month or the maximum allowed by law.

5.6 Disputes

Customer must notify LastBot of billing disputes within thirty (30) days after the relevant monthly period. Undisputed amounts must be paid when due.

6.1 Suspension

LastBot may suspend access for undisputed delinquent amounts after notice and cure time, or immediately for legal, security, or integrity risks, or for undisputed delinquency over five (5) days. Suspension does not extend the Service Term or create refund rights.

6.2 Effect of Termination

On termination, Services cease. Each party will return or destroy Confidential Information on request, except routine backups. Customer will pay undisputed amounts due.

7.1 Customer Data

LastBot may store and process Customer Data to provide, secure, test, improve, analyze, and operate the Services, keep records, and comply with Laws. Customer instructs LastBot to process for these purposes and represents it has the authority and required notices/consents.

7.2 Ownership

Customer owns Customer Data. LastBot owns the Services and Service Data, including any modifications or derivative works. Example: If LastBot enriches Customer Data with additional attributes, Customer owns its original data; the enrichment and resulting Service Data belong to LastBot.

8.1 Policy

Processing is subject to this Agreement and the LastBot Privacy Policy at https://lastbot.com/privacy

8.2 Security/Subprocessors

LastBot uses reasonable technical and organizational measures and may engage subprocessors subject to confidentiality and security obligations.

8.3 Retention/Deletion

Retention and deletion follow the Privacy Policy and Service Specifications. Upon request and subject to law and technical limits, LastBot will delete or return Customer Data.

9.1 Recordings

Calls and messages handled by or through the Services may be recorded at all times, including while on hold or after transfer.

9.2 Automated Notices/Consents

Where legally required, LastBot may insert automated disclosures or consent prompts.

9.3 Notice Insert

Customer may enable a standardized disclosure shown at call start and in message headers/footers. A configurable template appears in Annex D.

10.1 Customer Responsibilities

Customer is responsible for its use of the Services and must comply with Laws.

10.2 Do-Not-Contact and Privacy

Upon any opt-out or similar request, Customer must honor it as required by Law, including internal do-not-contact lists where available, and must obtain required consents for communications.

10.3 Export Controls and Sanctions

Customer must comply with export, re-export, import, and sanctions Laws as updated from time to time by the responsible authorities and must not use the Services for prohibited end-uses or with prohibited parties.

12.1 Proprietary Rights

Each party retains its pre-existing IP. The Services, any modifications, and derivative works are LastBot's exclusive property.

12.2 Service Data

As between the parties, LastBot owns Service Data. This Agreement does not assign Customer IP to LastBot.

13.1 Unilateral Amendments

LastBot may amend this Agreement, a Service Order, or Service Specifications with at least thirty (30) days' notice. If Customer objects, it may terminate the Agreement and/or affected Service Orders by notice before the effective date of the amendment. No unilateral amendment retroactively alters dispute-resolution terms for pending disputes or removes a right already exercised without Customer's written agreement.

13.2 Auto-Renewal Notice; Discontinuations

LastBot will give at least thirty (30) days' notice if a Service or required Resource will not be available for a renewal period, except where a third party changes terms or discontinues a Resource on shorter notice.

14.1 By LastBot

LastBot will defend and indemnify Customer against third-party claims alleging:

• personal injury or property damage caused by LastBot's negligence or willful misconduct;
• LastBot's breach of this Agreement; or
• infringement by the Services of third-party IP when used as authorized.

Remedies may include procuring rights, modifying or replacing the Services, or terminating the affected Service with a refund of prepaid, unused fees from the loss-of-use date.

14.2 By Customer

Customer will defend and indemnify LastBot against third-party claims alleging:

• personal injury or property damage caused by Customer's negligence or willful misconduct;
• Customer's breach of this Agreement; or
• unauthorized, illegal, or fraudulent use of the Services.

14.3 Claims Process

The indemnified party must give prompt notice, allow control of the defense and settlement, and cooperate. Consent is required for any settlement that imposes an admission, payment, or non-monetary obligations on the indemnified party. If control is not assumed within sixty (60) days, the indemnified party may defend at the indemnifying party's cost and risk.

16.1 Governing Law; Venue

Finland law governs. Venue is Helsinki, Finland.

16.2 Confidentiality

Each party must protect the other's Confidential Information with at least reasonable care and use it only for this Agreement. Exceptions: public information, known without restriction, lawfully disclosed by a third party, or independently developed.

16.3 Force Majeure

No party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, outages, strikes, acts of government, or supplier failures, provided it mitigates and resumes performance promptly.

16.4 Subcontractors

LastBot may use subcontractors and remains responsible for their acts and omissions.

16.5 Assignment

Neither party may assign without the other's consent, except to an affiliate under the same ultimate ownership or a successor in a merger, reorganization, consolidation, or sale of substantially all assets or equity.

16.6 Notices

Notices may be sent by email, registered mail, or courier and are deemed received on delivery (or email confirmation). Notices to LastBot: [email protected] or LastBot's then-current headquarters. Notices to Customer: the addresses in the Service Order or as updated in writing. A notices table appears in Annex E.

16.7 Entire Agreement; Precedence

This Agreement and Service Orders are the entire agreement on the subject matter and supersede prior or contemporaneous agreements, including NDAs, on that subject. Silence in a Service Order on a subject addressed here does not create a conflict; this Agreement controls. Order of Precedence: the Service Order controls over this Agreement on conflict.

16.8 Severability; No Waiver; Fees

Invalid provisions are omitted to the minimum extent. No delay or failure to enforce is a waiver. The prevailing party may recover reasonable attorneys' fees.

16.9 Execution

This Agreement may be executed in counterparts and by electronic signatures.

16.10 Survival

§4.3-4.4, 5, 6.2, 7-12, 14-16 survive termination or expiration.

D.1 Audit Pre-Notice Template

Scope; Look-back; Method; Data; Proposed dates; Audit contact; Scheduling window (10 business days).

D.2 Recording Disclosure (Template)

"Calls and messages may be recorded for quality and training. By continuing, you acknowledge and consent as required by applicable law."

Local variants compatible with applicable laws may be used.