Terms of Service

Supplier — Klizai MB, company code 307582652, VAT number LT100020601019, registered office Melioratorių g. 7, Šventupės k., LT-20362 Ukmergės r., Lithuania. Customer — the legal entity that has created an account. Service — the SmartChat AI assistant, the chat window, the email channel and the related management environment. Visitor — a user of the Customer’s website talking to the chat window.

The agreement takes effect when the Customer creates an account or starts using the Service. At registration the Customer must expressly confirm having read these terms, the Privacy Policy and the DPA, and that it is registering for business purposes and not as a consumer. The time of that confirmation is recorded in the account.

The Service is for business use only. Where a natural person creates an account, they are taken to be acting in the course of their trade, business or profession, so consumer protection rules — including the 14-day right to withdraw from a distance contract — do not apply. If the Supplier establishes that an account was created for personal purposes, it may terminate the agreement and refund the fees paid for the unused paid period.

The Service is provided on a subscription basis. Each plan has a monthly conversation limit and a knowledge-document limit:

Prices and plan composition are published on the pricing page, which forms part of this agreement. In the event of a discrepancy between the pricing page and this section, the limits actually applied to the Customer’s account prevail.

Trial. 14 days, up to 50 conversations, no card required. When the trial ends the Service is not provided until the Customer selects a paid plan.

Exceeding the limit. On Trial, Starter and Pro the limit is hard — once reached, the Service pauses until the next billing period or a plan change; no extra charges apply. On Enterprise, conversations above the limit are charged separately at EUR 0.10 per conversation (excluding VAT), metered through Stripe and added to the next period’s invoice.

Non-payment. After a first failed payment the Service continues for a further 7 days (Stripe retries during that time). If payment does not succeed within that period, the Service is suspended.

• All prices are stated excluding VAT. VAT is applied in accordance with applicable law.
• Reverse charge. Customers in other EU member states that provide a valid VAT number are reverse-charged — the Customer accounts for and pays VAT in its own state. Lithuanian customers are charged the Lithuanian VAT rate. The Customer is responsible for the accuracy of its VAT number. No VAT applies to customers outside the EU. VAT is calculated automatically at checkout from the address and VAT number the Customer provides, which is verified against the VIES register.
• Payments. Processed through Stripe. By submitting payment details the Customer accepts Stripe’s terms. The Supplier does not store card details.
• Non-payment. If a payment fails, the Service continues for a further 7 days of grace (see section 2), after which it is suspended. Late payment interest accrues at the statutory rate under the Lithuanian Law on the Prevention of Late Payment in Commercial Transactions (the Bank of Lithuania rate plus 8 percentage points).
• Refunds. Fees paid are not refunded for a period already started, except where mandatory law requires it or where the Service is terminated through the Supplier’s fault. We offer no separate “money-back guarantee” — a plan can be trialled free before purchase.
• Price changes. The Supplier may change prices on 30 days’ notice to the Customer. New prices apply from the next billing period; a Customer that does not accept them may cancel before they take effect.

Because SmartChat is used in online stores, this has concrete consequences:

• Prices, stock levels, delivery times, product characteristics and warranty terms stated by the bot are not an offer and bind neither the Customer nor the Supplier. Only the official information in the Customer’s store and an order the Customer has confirmed are binding.
• The Customer should make it clear to Visitors that they are talking to an AI assistant rather than a human, and provide a way to reach a human.
• The Customer is responsible for the accuracy and currency of its knowledge base. The bot answers from what it has been given.
• The Customer must not use the Service for legal, medical, financial or other advice where an incorrect answer could harm health, safety or rights.

The Supplier gives no warranty as to the accuracy, completeness or fitness for a particular purpose of AI answers.

EU Artificial Intelligence Act. The Service is a chatbot interacting directly with natural persons, so the transparency obligation in Art. 50 applies. The requirements for high-risk systems do not — the Service falls within none of the areas listed in Annex III. Responsibilities divide as follows: the Supplier, as the provider of the system, ensures the chat window is clearly identifiable as artificial intelligence, and the Customer, as the deployer, is responsible for not hiding or contradicting that on its website. Obligations of general-purpose model providers rest with Anthropic and OpenAI respectively.

The Customer undertakes not to use, or allow the use of, the Service to:

• breach the law or third-party rights (including copyright);
• upload to the knowledge base content the Customer has no rights to, or personal data without a legal basis;
• process special categories of data (Art. 9 GDPR) or data about children where the law does not permit it;
• send unsolicited content (spam) or malicious code, carry out attacks, or attempt to circumvent usage limits, rate limiting or authentication;
• reverse engineer the Service, resell it, or provide it to third parties as the Customer’s own, unless separately agreed;
• systematically extract data to train AI models or to build a competing service;
• present the bot as a human when asked directly.

On breach of this section the Supplier may restrict or suspend the Service immediately. Where possible, advance notice is given.

• The Customer’s data stays the Customer’s. The knowledge base, conversation records and leads belong to the Customer. The Supplier does not use them for any purpose other than providing the Service.
• The Service stays the Supplier’s. The Customer receives a non-exclusive, non-transferable right to use the Service for the term of the agreement.
• Personal data processing. Where the Supplier processes Visitors’ data on the Customer’s behalf, the DPA applies and forms an integral part of this agreement. The Customer’s account data is governed by the Privacy Policy.
• The Customer warrants that it has a legal basis for the data it passes for processing, and that it has properly informed Visitors.
• AI answers. Answers generated in the chat window are treated as the Customer’s data. The Supplier gives no warranty as to their originality and is not liable if an answer coincidentally matches third-party content — that is the nature of generative models.
• Aggregate data. The Supplier may use anonymous aggregate data (request counts, response times, error rates) to operate, secure and improve the Service. Such data identifies neither the Visitor nor the Customer and is not used to train AI models.
• Third-party integrations. By connecting Shopify, WordPress, Gmail or another external system, the Customer authorises the Supplier to connect to it within the scope granted. The Supplier is not responsible for those systems or their terms.

The Supplier will make reasonable efforts to keep the Service running, but offers no guaranteed uptime (SLA) unless separately agreed in writing. The Service depends on third-party providers (see subprocessors) whose operation the Supplier does not control.

Planned maintenance may temporarily limit the Service.

The “priority email support” offered on the Enterprise plan means priority in the queue, not a commitment to respond within a specific time. No response-time guarantee is offered on any plan unless separately agreed in writing.

• The Customer may cancel the subscription at any time from the account. Cancellation takes effect at the end of the paid period; fees paid are not refunded (see section 3).
• The Supplier may terminate on 30 days’ notice, or immediately in the event of a material breach of these terms, insolvency or unlawful use.
• After termination data is handled under section 8 of the DPA. The Customer should export its data before the agreement ends.

The Service is provided "as is". The Supplier gives no implied warranties of fitness for a particular purpose, uninterrupted operation or results.

The Supplier is not liable for indirect losses: lost revenue, lost profit, lost data, reputational harm, or claims by the Customer’s own customers arising from information the bot provided.

The Supplier’s total liability under this agreement in any 12-month period is limited to an amount equal to the fees actually paid by the Customer in the 12 months preceding the event.

These limitations do not apply to intentional acts, gross negligence, harm to life or health, or any other case where mandatory law does not permit a limitation (including Art. 82 GDPR). The limitation is consistent with Art. 6.252 of the Lithuanian Civil Code, under which only agreements limiting liability for intentional or grossly negligent harm are void — and those are precisely the cases carved out here.

Confidential information means any non-public commercial, technical or financial information one party learns from the other in performing this agreement — including the Customer’s knowledge base and conversation content, and the Supplier’s non-public technical information.

The parties undertake not to disclose such information to third parties and to use it only to perform this agreement. This does not apply to information that is public through no fault of the receiving party, was known before receipt, was lawfully obtained from a third party, or must be disclosed under law or at the demand of a competent authority; in the latter case, so far as legally permitted, the disclosing party informs the other in advance.

The obligation applies during the agreement and for three years after it ends. Personal data is additionally governed by the DPA, which prevails.

A party is not liable for failure to perform where it was caused by force majeure within the meaning of Art. 6.212 of the Lithuanian Civil Code — circumstances beyond the party’s control, not reasonably foreseeable at the time of contracting, and whose consequences could not be avoided. This includes widespread internet infrastructure failures or outages of essential third-party services (cloud, AI model providers) that the Supplier does not control.

The affected party notifies the other within a reasonable time. Where such circumstances last more than 30 days, either party may terminate without penalty; fees paid for the unused paid period are refunded pro rata.

Force majeure does not excuse payment for services already provided.

The Supplier may change these terms on 30 days’ notice by email or in the account. By continuing to use the Service after they take effect, the Customer is deemed to accept them. A Customer that does not accept them may cancel before the effective date.

This agreement is governed by the law of the Republic of Lithuania, excluding its conflict-of-law rules. Disputes that cannot be resolved by negotiation are settled by the courts of the Republic of Lithuania according to the Supplier’s registered office — the Vilnius Regional District Court or the Vilnius Regional Court, depending on the nature and value of the dispute.

• Entire agreement. These terms, the Privacy Policy, the DPA and the plan terms set out on the pricing page constitute the entire agreement between the parties and supersede prior agreements on the same subject matter.
• Assignment. The Customer may not assign its rights and obligations without the Supplier’s prior written consent. The Supplier may assign the agreement in the event of reorganisation, merger or a transfer of all or part of the business, on notice to the Customer; such an assignment does not diminish the Customer’s rights under the DPA.
• Notices. Given by email to the address on the account and, to the Supplier, to hello@smartchat.lt. A notice is deemed received on the next working day after it is sent.
• No waiver. A party’s failure or delay in exercising a right does not constitute a waiver of it.
• Severability. If a provision becomes invalid, the remainder stays in force and the invalid provision is replaced by a valid one that comes as close as possible to the parties’ original intention.
• Language. The agreement is concluded in Lithuanian. Translations into other languages are for information only; in the event of a discrepancy, the Lithuanian text prevails.

Contact: hello@smartchat.lt.